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ENTERGY MISSISSIPPI, LLC - Quarter Report: 2008 June (Form 10-Q)

__________________________________________________________________________________________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

 

X

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

   
 

For the Quarterly Period Ended June 30, 2008

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   
 

For the transition period from ____________ to ____________


Commission
File Number

Registrant, State of Incorporation, Address of
Principal Executive Offices, Telephone Number, and
IRS Employer Identification No.

 


Commission
File Number

Registrant, State of Incorporation, Address of
Principal Executive Offices, Telephone Number, and
IRS Employer Identification No.

1-11299

ENTERGY CORPORATION
(a Delaware corporation)
639 Loyola Avenue
New Orleans, Louisiana 70113
Telephone (504) 576-4000
72-1229752

 

1-31508

ENTERGY MISSISSIPPI, INC.
(a Mississippi corporation)
308 East Pearl Street
Jackson, Mississippi 39201
Telephone (601) 368-5000
64-0205830

         
         

1-10764

ENTERGY ARKANSAS, INC.
(an Arkansas corporation)
425 West Capitol Avenue
Little Rock, Arkansas 72201
Telephone (501) 377-4000
71-0005900

 

0-5807

ENTERGY NEW ORLEANS, INC.
(a Louisiana corporation)
1600 Perdido Street, Building 505
New Orleans, Louisiana 70112
Telephone (504) 670-3700
72-0273040

         
         

333-148557

ENTERGY GULF STATES LOUISIANA, L.L.C.
(a Louisiana limited liability company)
446 North Boulevard
Baton Rouge, Louisiana 70802
Telephone (800) 368-3749
74-0662730

 

000-53134

ENTERGY TEXAS, INC.
(a Texas corporation)
350 Pine Street
Beaumont, Texas 77701
Telephone (409) 838-6631
61-1435798

         
         

1-32718

ENTERGY LOUISIANA, LLC
(a Texas limited liability company)
446 North Boulevard
Baton Rouge, Louisiana 70802
Telephone (225) 381-5868
75-3206126

 

1-9067

SYSTEM ENERGY RESOURCES, INC.
(an Arkansas corporation)
Echelon One
1340 Echelon Parkway
Jackson, Mississippi 39213
Telephone (601) 368-5000
72-0752777

         

__________________________________________________________________________________________

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934.

 

Large
accelerated
filer

 


Accelerated filer

 

Non-accelerated filer

 

Smaller
reporting
company

Entergy Corporation

Ö

           

Entergy Arkansas, Inc.

       

Ö

   

Entergy Gulf States Louisiana, L.L.C.

       

Ö

   

Entergy Louisiana, LLC

       

Ö

   

Entergy Mississippi, Inc.

       

Ö

   

Entergy New Orleans, Inc.

       

Ö

   

Entergy Texas, Inc.

       

Ö

   

System Energy Resources, Inc.

       

Ö

   

Indicate by check mark whether the registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Common Stock Outstanding

 

Outstanding at July 31, 2008

Entergy Corporation

($0.01 par value)

191,574,567

Entergy Corporation, Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc. separately file this combined Quarterly Report on Form 10-Q. Information contained herein relating to any individual company is filed by such company on its own behalf. Each company reports herein only as to itself and makes no other representations whatsoever as to any other company. This combined Quarterly Report on Form 10-Q supplements and updates the Entergy Annual Report on Form 10-K for the calendar year ended December 31, 2007, the Entergy Texas Form 10, and the Entergy and Entergy Texas Quarterly Reports on Form 10-Q for the quarter ended March 31, 2008, filed by the individual registrants with the SEC, and should be read in conjunction therewith.

 

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2008

 

Page Number

   

Definitions

1

Entergy Corporation and Subsidiaries

 
 

Management's Financial Discussion and Analysis

 
   

Plan to Pursue Separation of Non-Utility Nuclear

3

   

Results of Operations

6

   

Liquidity and Capital Resources

11

   

Significant Factors and Known Trends

16

   

Critical Accounting Estimates

20

   

New Accounting Pronouncements

20

 

Consolidated Statements of Income

21

 

Consolidated Statements of Cash Flows

22

 

Consolidated Balance Sheets

24

 

Consolidated Statements of Retained Earnings, Comprehensive Income, and
Paid-In Capital


26

 

Selected Operating Results

28

Notes to Financial Statements

29

Part I. Item 4. Controls and Procedures

51

Entergy Arkansas, Inc.

 
 

Management's Financial Discussion and Analysis

 
   

Results of Operations

53

   

Liquidity and Capital Resources

56

   

Significant Factors and Known Trends

58

   

Critical Accounting Estimates

59

   

New Accounting Pronouncements

59

 

Income Statements

60

 

Statements of Cash Flows

61

 

Balance Sheets

62

 

Selected Operating Results

64

Entergy Gulf States Louisiana, L.L.C.

 
 

Management's Financial Discussion and Analysis

 
   

Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas

65

   

Results of Operations

65

   

Liquidity and Capital Resources

70

   

Significant Factors and Known Trends

72

   

Critical Accounting Estimates

73

   

New Accounting Pronouncements

73

 

Income Statements

74

 

Statements of Cash Flows

75

 

Balance Sheets

76

 

Statements of Members' Equity and Comprehensive Income

78

 

Selected Operating Results

79

Entergy Louisiana, LLC

 
 

Management's Financial Discussion and Analysis

 
   

Results of Operations

80

   

Liquidity and Capital Resources

82

   

Significant Factors and Known Trends

85

   

Critical Accounting Estimates

87

   

New Accounting Pronouncements

87

 

Income Statements

88

 

Statements of Cash Flows

89

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2008

 

Page Number

   
 

Balance Sheets

90

 

Statements of Members' Equity and Comprehensive Income

92

 

Selected Operating Results

93

Entergy Mississippi, Inc.

 
 

Management's Financial Discussion and Analysis

 
   

Results of Operations

94

 

 

Liquidity and Capital Resources

97

   

Significant Factors and Known Trends

98

Critical Accounting Estimates

99

   

New Accounting Pronouncements

99

 

Income Statements

100

 

Statements of Cash Flows

101

 

Balance Sheets

102

 

Selected Operating Results

104

Entergy New Orleans, Inc.

 
 

Management's Financial Discussion and Analysis

 
   

Hurricane Katrina

105

   

Results of Operations

105

   

Liquidity and Capital Resources

108

   

Significant Factors and Known Trends

109

   

Critical Accounting Estimates

110

   

New Accounting Pronouncements

110

 

Income Statements

111

 

Statements of Cash Flows

113

 

Balance Sheets

114

 

Selected Operating Results

116

Entergy Texas, Inc.

 
 

Management's Financial Discussion and Analysis

 
   

Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas

117

   

Results of Operations

117

   

Liquidity and Capital Resources

120

   

Significant Factors and Known Trends

122

   

Critical Accounting Estimates

123

   

New Accounting Pronouncements

123

 

Consolidated Statements of Operations

124

 

Consolidated Statements of Cash Flows

125

 

Consolidated Balance Sheets

126

 

Consolidated Statements of Retained Earnings and Paid-in-Capital

128

 

Selected Operating Results

129

System Energy Resources, Inc.

 
 

Management's Financial Discussion and Analysis

 
   

Results of Operations

130

   

Liquidity and Capital Resources

130

   

Significant Factors and Known Trends

131

   

Critical Accounting Estimates

132

   

New Accounting Pronouncements

132

 

Income Statements

133

 

Statements of Cash Flows

135

 

Balance Sheets

136

ENTERGY CORPORATION AND SUBSIDIARIES
INDEX TO QUARTERLY REPORT ON FORM 10-Q
June 30, 2008

 

 

Page Number

   

Part II. Other Information

 
 

Item 1. Legal Proceedings

138

 

Item 1A. Risk Factors

138

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

138

 

Item 4. Submission of Matters to a Vote of Security Holders

139

 

Item 5. Other Information

140

 

Item 6. Exhibits

145

Signature

148

 

 

FORWARD-LOOKING INFORMATION

In this combined report and from time to time, Entergy Corporation and the Registrant Subsidiaries each makes statements as a registrant concerning its expectations, beliefs, plans, objectives, goals, strategies, and future events or performance. Such statements are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "believes," "intends," "plans," "predicts," "estimates," and similar expressions are intended to identify forward-looking statements but are not the only means to identify these statements. Although each of these registrants believes that these forward-looking statements and the underlying assumptions are reasonable, it cannot provide assurance that they will prove correct. Any forward-looking statement is based on information current as of the date of this combined report and speaks only as of the date on which such statement is made. Except to the extent required by the federal securities laws, these registrants undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Forward-looking statements involve a number of risks and uncertainties. There are factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including those factors discussed or incorporated by reference in (a) Item 1A. Risk Factors in the Form 10-K and the Entergy Texas Form 10, (b) Management's Financial Discussion and Analysis in the Form 10-K, the Entergy Texas Form 10, and in this report, and (c) the following factors (in addition to others described elsewhere in this combined report and in subsequent securities filings):

  • resolution of pending and future rate cases and negotiations, including various performance-based rate discussions and implementation of Texas restructuring legislation, and other regulatory proceedings, including those related to Entergy's System Agreement, Entergy's utility supply plan, recovery of storm costs, and recovery of fuel and purchased power costs
  • changes in utility regulation, including the beginning or end of retail and wholesale competition, the ability to recover net utility assets and other potential stranded costs, the operations of the independent coordinator of transmission that includes Entergy's utility service territory, and the application of more stringent transmission reliability requirements or market power criteria by the FERC
  • changes in regulation of nuclear generating facilities and nuclear materials and fuel, including possible shutdown of nuclear generating facilities, particularly those in the Non-Utility Nuclear business
  • resolution of pending or future applications for license renewals or modifications of nuclear generating facilities
  • the performance of Entergy's generating plants, and particularly the capacity factors at its nuclear generating facilities
  • Entergy's ability to develop and execute on a point of view regarding future prices of electricity, natural gas, and other energy-related commodities
  • prices for power generated by Entergy's unregulated generating facilities, the ability to hedge, sell power forward or otherwise reduce the market price risk associated with those facilities, including the Non-Utility Nuclear plants, and the prices and availability of fuel and power Entergy must purchase for its utility customers, and Entergy's ability to meet credit support requirements for fuel and power supply contracts
  • volatility and changes in markets for electricity, natural gas, uranium, and other energy-related commodities
  • changes in law resulting from federal energy legislation
  • changes in environmental, tax, and other laws, including requirements for reduced emissions of sulfur, nitrogen, carbon, mercury, and other substances
  • uncertainty regarding the establishment of interim or permanent sites for spent nuclear fuel and nuclear waste storage and disposal
  • variations in weather and the occurrence of hurricanes and other storms and disasters, including uncertainties associated with efforts to remediate the effects of Hurricanes Katrina and Rita and recovery of costs associated with restoration
  • Entergy's and its subsidiaries' ability to manage their capital projects and operation and maintenance costs
  • Entergy's ability to purchase and sell assets at attractive prices and on other attractive terms
  • the economic climate, and particularly growth in Entergy's service territory
  • the effects of Entergy's strategies to reduce tax payments

FORWARD-LOOKING INFORMATION (Concluded)

  • changes in the financial markets, particularly those affecting the availability of capital and Entergy's ability to refinance existing debt, execute its share repurchase program, and fund investments and acquisitions
  • actions of rating agencies, including changes in the ratings of debt and preferred stock, changes in general corporate ratings, and changes in the rating agencies' ratings criteria
  • changes in inflation and interest rates
  • the effect of litigation and government investigations
  • advances in technology
  • the potential effects of threatened or actual terrorism and war
  • Entergy's ability to attract and retain talented management and directors
  • changes in accounting standards and corporate governance
  • and the following transactional factors (in addition to others described elsewhere in this and in subsequent securities filings): (i) risks inherent in the contemplated Non-Utility Nuclear spin-off, joint venture and related transactions (including the level of debt incurred by the spun-off company and the terms and costs related thereto); (ii) legislative and regulatory actions; and (iii) conditions of the capital markets during the periods covered by the forward-looking statements.  Entergy Corporation cannot provide any assurances that the spin-off or any of the proposed transactions related thereto will be completed, nor can it give assurances as to the terms on which such transactions will be consummated. The transaction is subject to certain conditions precedent, including regulatory approvals and the final approval by the Board.

 

 

 

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DEFINITIONS

Certain abbreviations or acronyms used in the text and notes are defined below:

Abbreviation or Acronym

Term

AEEC

Arkansas Electric Energy Consumers

AFUDC

Allowance for Funds Used During Construction

ALJ

Administrative Law Judge

ANO 1 and 2

Units 1 and 2 of Arkansas Nuclear One Steam Electric Generating Station (nuclear), owned by Entergy Arkansas

APSC

Arkansas Public Service Commission

Board

Board of Directors of Entergy Corporation

capacity factor

Actual plant output divided by maximum potential plant output for the period

City Council or Council

Council of the City of New Orleans, Louisiana

Entergy

Entergy Corporation and its direct and indirect subsidiaries

Entergy Corporation

Entergy Corporation, a Delaware corporation

Entergy Gulf States, Inc.

Predecessor company for financial reporting purposes to Entergy Gulf States Louisiana that included the assets and business operations of both Entergy Gulf States Louisiana and Entergy Texas

Entergy Gulf States Louisiana

Entergy Gulf States Louisiana, L.L.C., a company created in connection with the jurisdictional separation of Entergy Gulf States, Inc. and the successor company to Entergy Gulf States, Inc. for financial reporting purposes. The term is also used to refer to the Louisiana jurisdictional business of Entergy Gulf States, Inc., as the context requires.

Entergy-Koch

Entergy-Koch, LP, a joint venture equally owned by subsidiaries of Entergy and Koch Industries, Inc.

Entergy Texas

Entergy Texas, Inc., a company created in connection with the jurisdictional separation of Entergy Gulf States, Inc. The term is also used to refer to the Texas jurisdictional business of Entergy Gulf States, Inc., as the context requires.

Entergy Texas Form 10

Registration Statement on Form 10 filed with the SEC by Entergy Texas, as amended July 15, 2008.

EPA

United States Environmental Protection Agency

ERCOT

Electric Reliability Council of Texas

FASB

Financial Accounting Standards Board

FERC

Federal Energy Regulatory Commission

firm liquidated damages

Transaction that requires receipt or delivery of energy at a specified delivery point (usually at a market hub not associated with a specific asset); if a party fails to deliver or receive energy, the defaulting party must compensate the other party as specified in the contract

Form 10-K

Annual Report on Form 10-K for the calendar year ended December 31, 2007 filed by Entergy Corporation and its Registrant Subsidiaries (other than Entergy Texas) with the SEC

Grand Gulf

Unit No. 1 of Grand Gulf Steam Electric Generating Station (nuclear), 90% owned or leased by System Energy

GWh

Gigawatt-hour(s), which equals one million kilowatt-hours

Independence

Independence Steam Electric Station (coal), owned 16% by Entergy Arkansas, 25% by Entergy Mississippi, and 7% by Entergy Power

IRS

Internal Revenue Service

ISO

Independent System Operator

kW

Kilowatt

kWh

Kilowatt-hour(s)

LPSC

Louisiana Public Service Commission

MMBtu

One million British Thermal Units

1

 

DEFINITIONS (Continued)

   

MPSC

Mississippi Public Service Commission

MW

Megawatt(s), which equals one thousand kilowatt(s)

MWh

Megawatt-hour(s)

Net debt ratio

Gross debt less cash and cash equivalents divided by total capitalization less cash and cash equivalents

Net MW in operation

Installed capacity owned or operated

Non-Utility Nuclear

Entergy's business segment that owns and operates six nuclear power plants and sells electric power produced by those plants to wholesale customers

NRC

Nuclear Regulatory Commission

NYPA

New York Power Authority

PPA

Purchased power agreement

production cost

Cost in $/MMBtu associated with delivering gas, excluding the cost of the gas

PUCT

Public Utility Commission of Texas

PUHCA 1935

Public Utility Holding Company Act of 1935, as amended

PUHCA 2005

Public Utility Holding Company Act of 2005, which repealed PUHCA 1935, among other things

Registrant Subsidiaries

Entergy Arkansas, Inc., Entergy Gulf States Louisiana, L.L.C., Entergy Louisiana, LLC, Entergy Mississippi, Inc., Entergy New Orleans, Inc., Entergy Texas, Inc., and System Energy Resources, Inc.

River Bend

River Bend Steam Electric Generating Station (nuclear), owned by Entergy Gulf States Louisiana

SEC

Securities and Exchange Commission

SFAS

Statement of Financial Accounting Standards as promulgated by the FASB

System Agreement

Agreement, effective January 1, 1983, as modified, among the Utility operating companies relating to the sharing of generating capacity and other power resources

System Energy

System Energy Resources, Inc.

TIEC

Texas Industrial Energy Consumers

TWh

Terawatt-hour(s), which equals one billion kilowatt-hours

unit-contingent

Transaction under which power is supplied from a specific generation asset; if the asset is unavailable, the seller is not liable to the buyer for any damages

Unit Power Sales Agreement

Agreement, dated as of June 10, 1982, as amended and approved by FERC, among Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and System Energy, relating to the sale of capacity and energy from System Energy's share of Grand Gulf

Utility

Entergy's business segment that generates, transmits, distributes, and sells electric power, with a small amount of natural gas distribution

Utility operating companies

Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas

Waterford 3

Unit No. 3 (nuclear) of the Waterford Steam Electric Generating Station, 100% owned or leased by Entergy Louisiana

weather-adjusted usage

Electric usage excluding the effects of deviations from normal weather

2

 

ENTERGY CORPORATION AND SUBSIDIARIES

MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

Entergy operates primarily through two business segments: Utility and Non-Utility Nuclear.

  • Utility generates, transmits, distributes, and sells electric power in a four-state service territory that includes portions of Arkansas, Mississippi, Texas, and Louisiana, including the City of New Orleans; and operates a small natural gas distribution business.
  • Non-Utility Nuclear owns and operates six nuclear power plants located in the northern United States and sells the electric power produced by those plants primarily to wholesale customers. This business also provides services to other nuclear power plant owners.

In addition to its two primary, reportable, operating segments, Entergy also operates the non-nuclear wholesale assets business. The non-nuclear wholesale assets business sells to wholesale customers the electric power produced by power plants that it owns while it focuses on improving performance and exploring sales or restructuring opportunities for its power plants.

Plan to Pursue Separation of Non-Utility Nuclear

In November 2007, the Board approved a plan to pursue a separation of the Non-Utility Nuclear business from Entergy through a tax-free spin-off of the Non-Utility Nuclear business to Entergy shareholders. Enexus Energy Corporation, a wholly-owned subsidiary of Entergy and formerly referred to as SpinCo, will be a new, separate, and publicly-traded company. In addition, under the plan, Enexus and Entergy are expected to enter into a nuclear services business joint venture, EquaGen L.L.C., with 50% ownership by Enexus and 50% ownership by Entergy. The EquaGen board of members will be comprised of equal membership from both Entergy and Enexus.

Upon completion of the spin-off, Entergy Corporation's shareholders will own 100% of the common stock in both Enexus and Entergy. Entergy expects that Enexus' business will be substantially comprised of Non-Utility Nuclear's assets, including its six nuclear power plants, and Non-Utility Nuclear's power marketing operation. Entergy Corporation's remaining business will primarily be comprised of the Utility business. EquaGen is expected to operate the nuclear assets owned by Enexus, and provide certain services to the Utility's nuclear operations. EquaGen is also expected to offer nuclear services to third parties, including decommissioning, plant relicensing, plant operations, and ancillary services.

Entergy Nuclear Operations, Inc., the current NRC-licensed operator of the Non-Utility Nuclear plants, filed an application in July 2007 with the NRC seeking indirect transfer of control of the operating licenses for the six Non-Utility Nuclear power plants, and supplemented that application in December 2007 to incorporate the planned business separation. Entergy Nuclear Operations, Inc., which is expected to be wholly-owned by EquaGen, will remain the operator of the plants after the separation.  Entergy Operations, Inc., the current NRC-licensed operator of Entergy's five Utility nuclear plants, will remain a wholly-owned subsidiary of Entergy and will continue to be the operator of the Utility nuclear plants. In the December 2007 supplement to the NRC application, Entergy Nuclear Operations, Inc. provided additional information regarding the spin-off transaction, organizational structure, technical and financial qualifications, and general corporate information. The NRC published a notice in the Federal Register establishing a period for the public to submit a request for hearing or petition to intervene in a hearing proceeding. The NRC notice period expired on February 5, 2008 and two petitions to intervene in the hearing proceeding were filed before the deadline. Each of the petitions opposes the NRC's approval of the license transfer on various grounds, including contentions that the approval request is not adequately supported regarding the basis for the proposed structure, the adequacy of decommissioning funding, and the adequacy of financial qualifications. Entergy submitted answers to the petitions on March 31 and April 8, and the NRC or a presiding officer designated by the NRC will determine whether a hearing will be granted. If a hearing is granted, the NRC is expected to issue a procedural schedule providing for limited discovery, written testimony and a legislative-type hearing. Under the NRC's procedural rules for license transfer approvals, the NRC Staff will continue to review the application,
 

3

 

prepare a Safety Evaluation Report and issue an approval or denial without regard to whether a hearing request is pending or has been granted. Thus, resolution of the hearing requests is not a prerequisite to obtaining the required NRC approval. On July 28, 2008 the NRC approved Entergy Nuclear Operations, Inc.'s application.

Pursuant to Federal Power Act Section 203, on February 21, 2008, an application was filed with the FERC requesting approval for the indirect disposition and transfer of control of jurisdictional facilities of a public utility. In June 2008 the FERC issued an order authorizing the requested indirect disposition and transfer of control.

On January 28, 2008, Entergy Nuclear Vermont Yankee and Entergy Nuclear Operations, Inc. requested approval from the Vermont Public Service Board for the indirect transfer of control, consent to pledge assets, issue guarantees and assign material contracts, amendment to certificate of public good, and replacement of guaranty and substitution of a credit support agreement for Vermont Yankee. Two Vermont utilities that buy power from Vermont Yankee, the regional planning commission for the area served by Vermont Yankee, a municipality in which the Vermont Yankee training center is located, the union that represents certain Vermont Yankee employees, and two unions that represent certain employees at the Pilgrim plant in Massachusetts petitioned to intervene. Although the Pilgrim unions' petition to intervene was denied, the Pilgrim unions filed for reconsideration or, in the alternative, for participation as amicus curiae, and the Vermont Public Service Board has allowed the unions to participate as amicus curiae. Discovery is underway in this proceeding, in which parties can ask questions about or request the production of documents related to the transaction.

In addition, the Vermont Department of Public Service, which is the public advocate in proceedings before the Public Service Board, has prefiled its initial and rebuttal testimony in the case in which the Vermont Department of Public Service takes the position that Entergy Nuclear Vermont Yankee and Entergy Nuclear Operations, Inc. have not demonstrated that the restructuring promotes the public good because its benefits do not outweigh the risks, raising concerns that the target rating for Enexus Energy's debt is below investment grade and that the company may not have the financial capability to withstand adverse financial developments, such as an extended outage. The Vermont Department of Public Service's testimony also expresses concern about the EquaGen joint venture structure and Enexus' ability, under the operating agreement between Entergy Nuclear Vermont Yankee and Entergy Nuclear Operations, Inc., to ensure that Vermont Yankee is well-operated. Two distribution utilities that buy Vermont Yankee power prefiled testimony that also expresses concerns about the structure but found that there was a small net benefit to the restructuring. The Vermont Public Service Board conducted hearings on July 28-30, 2008, during which it considered the testimony prefiled by Entergy Nuclear Vermont Yankee, Entergy Nuclear Operations, Inc., the Vermont Department of Public Service, and the two distribution utilities. Briefing will now follow the hearings, and the Vermont Public Service Board will then issue a decision.

On January 28, 2008, Entergy Nuclear FitzPatrick, Entergy Nuclear Indian Point 2, Entergy Nuclear Indian Point 3, Entergy Nuclear Operations, Inc., and corporate affiliate NewCo (now named Enexus) filed a petition with the New York Public Service Commission (NYPSC) requesting a declaratory ruling regarding corporate reorganization or in the alternative an order approving the transaction and an order approving debt financing. Petitioners also requested confirmation that the corporate reorganization will not have an effect on Entergy Nuclear FitzPatrick's, Entergy Nuclear Indian Point 2's, Entergy Nuclear Indian Point 3's, and Entergy Nuclear Operations, Inc.'s status as lightly regulated entities in New York, given that they will continue to be competitive wholesale generators. The New York State Attorney General's Office, Westchester County, and Riverkeeper, Inc. have filed objections to the business separation and to the transfer of the FitzPatrick and Indian Point Energy Center nuclear power plants, arguing that the debt associated with the spin-off could threaten access to adequate financial resources for those nuclear power plants, that Entergy could potentially be able to terminate revenue sharing agreements with the New York Power Authority (NYPA), the entity from which Entergy purchased the FitzPatrick and Indian Point 3 nuclear power plants, and because the New York State Attorney General's Office believes Entergy must file an environmental impact statement assessing the proposed corporate restructuring. In addition to the New York State Attorney General's Office, several other parties have also requested to be added to the service list for this proceeding.

4

 

On May 23, 2008, the NYPSC issued its Order Establishing Further Procedures in this matter. In the order, the NYPSC determined that due to the nuclear power plants' unique role in supporting the reliability of electric service in New York, and their large size and unique operational concerns, a more searching inquiry of the transaction will be conducted than if other types of lightly-regulated generation were at issue. Accordingly, the NYPSC assigned an ALJ to preside over this proceeding and prescribed a sixty (60) day discovery period. The order provided that after at least sixty (60) days, the ALJ would establish when the discovery period would conclude. The NYPSC stated that the scope of discovery will be tightly bounded by the public interest inquiry relevant to this proceeding; namely, adequacy and security of support for the decommissioning of the New York nuclear facilities; financial sufficiency of the proposed capital structure in supporting continued operation of the facilities; and, arrangements for managing, operating and maintaining the facilities. The NYPSC also stated that during the discovery period, the NYPSC Staff may conduct technical conferences to assist in the development of a full record in this proceeding.

On July 23, 2008, the ALJs issued a ruling concerning discovery and seeking comments on a proposed process and schedule. In the ruling, the ALJs proposed a process for completing a limited, prescribed discovery process, to be followed three weeks later by the filing of initial comments addressing defined issues, with reply comments due two weeks after the initial comment deadline. Following receipt of all comments, a ruling will be made on whether, and to what extent, an evidentiary hearing is required. The ALJs' ruling acknowledged that the proposed process will not facilitate a decision by the NYPSC in September 2008. The ALJs asked the parties to address three specific topic areas: (1) the financial impacts related to the specific issues previously outlined by the NYPSC; (2) other obligations associated with the arrangement for managing, operating and maintaining the facilities; and (3) the extent that NYPA revenues from value sharing payments under the value sharing agreement between Entergy and NYPA would decrease. The ALJs have indicated that the potential financial effect of the termination of the value sharing payments on NYPA and New York electric consumers are factors the ALJs believe should be considered by the NYPSC in making its public interest determination. For further discussion of the value sharing agreements, see Note 1 to the financial statements herein. Entergy continues to seek regulatory approval from the NYPSC in a timely manner.

In connection with the separation, Enexus is currently expected to incur up to $4.5 billion of debt in the form of debt securities. The debt will be incurred in the following transactions:

  • Enexus is expected to issue up to $3.5 billion of debt securities in partial consideration of Entergy's transfer to it of the non-utility nuclear business.

  • These debt securities are expected to be exchanged for up to $3.5 billion of debt securities that Entergy plans to issue prior to the separation. As a result of the exchange (should the exchange occur), the holders of the debt securities that Entergy plans to issue prior to the separation will become holders of the up to $3.5 billion of Enexus debt securities.

  • Enexus is expected to incur the balance of the debt through one or more public or private offerings of notes or other debt securities.

  • Out of the proceeds Enexus receives from the public or private offerings, it expects to retain approximately $500 million, which it intends to use for working capital and other general corporate purposes. All of the remaining proceeds are expected to be transferred to Entergy to settle intercompany debt. Enexus will not receive any proceeds from either the issuance of up to $3.5 billion of its debt securities or the exchange of its debt securities for Entergy debt securities. Entergy expects to use the proceeds that it receives from the issuance of its debt securities to reduce outstanding Entergy debt or repurchase Entergy shares. The amount to be paid to Entergy, the amount and term of the debt Enexus will incur, and the type of debt and entity that will incur the debt have not been finally determined, but will be determined prior to the separation. A number of factors could affect this final determination, and the amount of debt ultimately incurred could be different from the amount disclosed. Additionally, Entergy expects Enexus to enter into one or more credit facilities or other financing arrangements intended to support Enexus' working capital needs, collateral obligations, and other corporate needs arising from hedging and normal course of business requirements.

    5

     

    Entergy is targeting the fourth quarter 2008 as the effective date for the spin-off and EquaGen transactions to be completed. Entergy expects the transactions to qualify for tax-free treatment for U.S. federal income tax purposes for both Entergy and its shareholders, and Entergy submitted a private letter ruling request to the IRS in April 2008 regarding the tax-free treatment. Final terms of the transactions and spin-off completion are subject to several conditions, including the final approval of the Board.

    Results of Operations

    Income Statement Variances

    Second Quarter 2008 Compared to Second Quarter 2007

    Following are income statement variances for Utility, Non-Utility Nuclear, Parent & Other, and Entergy comparing the second quarter 2008 to the second quarter 2007 showing how much the line item increased or (decreased) in comparison to the prior period:

     


    Utility

     

    Non-Utility
    Nuclear

     

    Parent & Other (1)


    Entergy

    (In Thousands)

     

     

     

     

     

     

     

    2nd Quarter 2007 Consolidated Net Income

     

    $148,194 

     

    $108,726 

     

    $10,682 

    $267,602 

    Net revenue (operating revenue less fuel
      expense, purchased power, and other
      regulatory charges/credits)

     



    52,329 



    134,664 



    8,595 



    195,588 

    Other operation and maintenance expenses

     

    17,895 

    25,546 

    27,198 

    70,639 

    Taxes other than income taxes

     

    5,980 

    4,156 

    (542)

    9,594 

    Depreciation and amortization

     

    2,547 

    6,612 

    165 

    9,324 

    Other income

     

    4,895 

    (24,551)

    (1,941)

    (21,597)

    Interest charges

     

    (929)

    9,227 

    (19,739)

    (11,441)

    Other expenses

     

    6,250 

    9,709 

    15,962 

    Income taxes

     

    13,961 

    19,973 

    42,627 

    76,561 

    2nd Quarter 2008 Consolidated Net Income

     

    $159,714 

     

    $143,616 

     

    ($32,376)

    $270,954 

    (1)

    Parent & Other includes eliminations, which are primarily intersegment activity.

    Refer to "ENTERGY CORPORATION AND SUBSIDIARIES - SELECTED OPERATING RESULTS" for further information with respect to operating statistics.

    6

     

    Net Revenue

    Utility

    Following is an analysis of the change in net revenue comparing the second quarter 2008 to the second quarter 2007.

      

     

    Amount

      

     

    (In Millions)

     

     

     

    2007 net revenue

     

    $1,129.5 

    Volume/weather

     

    42.3 

    Other

     

    10.0 

    2008 net revenue

     

    $1,181.8 

    The volume/weather variance is primarily due to increased electricity usage, including the effect of more favorable weather compared to the same period in 2007 and higher sales during the unbilled period. Billed retail electricity usage increased a total of 594 GWh in the residential and commercial sectors, an increase of 4.4%.

    Non-Utility Nuclear

    Net revenue increased for Non-Utility Nuclear from $419 million for the second quarter 2007 to $553 million for the second quarter 2008 primarily due to higher pricing in its contracts to sell power and increased production resulting from fewer outage days and the acquisition of the Palisades plant on April 11, 2007. In addition to refueling outages, second quarter 2007 was affected by a 28 day unplanned outage. Following are key performance measures for Non-Utility Nuclear for the second quarter 2008 and 2007:

     

     

    2008

     

    2007

     

     

     

     

     

    Net MW in operation at June 30

     

    4,998

     

    4,998

    Average realized price per MWh

     

    $58.22

     

    $51.28

    GWh billed

     

    10,145

     

    8,896

    Capacity factor

     

    92%

     

    82%

    Refueling Outage Days:

        Indian Point 2

    19

    -

        Pilgrim

    -

    33

        Vermont Yankee

    -

    24

    Other Operation and Maintenance Expenses

    Utility

    Other operation and maintenance expenses increased from $461 million for the second quarter 2007 to $479 million for the second quarter 2008 primarily due to:

  • an increase of $8 million in loss reserves, including storm damage reserves at Entergy Mississippi;
  • an increase of $6 million in storm damage charges as a result of several storms hitting Entergy Arkansas' service territory in 2008. Entergy Arkansas discontinued regulatory storm reserve accounting beginning July 2007 as a result of the APSC order issued in Entergy Arkansas' rate case. As a result, non-capital storm expenses are charged to other operation and maintenance expenses;
  • an increase of $6 million in payroll-related costs; and
  • various other insignificant factors.
  • 7

     

    These increases were partially offset by a reimbursement of $7 million of costs in connection with a litigation settlement.

    Non-Utility Nuclear

    Other operation and maintenance expenses increased from $175 million for the second quarter 2007 to $201 million for the second quarter 2008 primarily due to deferring costs from one refueling outage in 2008 compared to two refueling outages in second quarter 2007, in addition to the acquisition of the Palisades plant in April 2007. Other operation and maintenance expenses associated with the Palisades plant were $31 million for the second quarter 2008 compared to $24 million for the second quarter 2007.

    Parent & Other

    Other operation and maintenance expenses increased for the parent company, Entergy Corporation, for the second quarter 2008 primarily due to outside services costs related to the planned spin-off of the Non-Utility Nuclear business.

    Other Income

    Other income decreased primarily due to a $24.4 million charge to interest income in the second quarter 2008 resulting from the recognition of the other than temporary impairment of certain securities held in Non-Utility Nuclear's decommissioning trust funds.

    Income Taxes

    The effective income tax rates for the second quarters of 2008 and 2007 were 39.9% and 28.0%, respectively. The difference in the effective income tax rate versus the statutory rate of 35% for the second quarter 2008 is primarily due to state income taxes and book and tax differences for utility plant items. The reduction in the effective income tax rate versus the statutory rate of 35% for the second quarter 2007 is primarily due to the resolution of tax audit issues in the 2002-2003 audit cycle, book and tax differences related to the allowance for equity funds used during construction, and the amortization of investment tax credits. These factors were partially offset by book and tax differences for utility plant items and state income taxes.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Following are income statement variances for Utility, Non-Utility Nuclear, Parent & Other, and Entergy comparing the six months ended June 30, 2008 to the six months ended June 30, 2007 showing how much the line item increased or (decreased) in comparison to the prior period:

     


    Utility

     

    Non-Utility
    Nuclear

     

    Parent & Other (1)


    Entergy

    (In Thousands)

     

     

     

     

     

     

     

    2007 Consolidated Net Income

     

    $252,644 

     

    $236,896 

     

    ($9,743)

    $479,797 

    Net revenue (operating revenue less fuel
        expense, purchased power, and other
        regulatory charges/credits)

     



    79,620 



    338,153 



    7,258 



    425,031 

    Other operation and maintenance expenses

     

    29,871 

    60,183 

    27,477 

    117,531 

    Taxes other than income taxes

     

    (8,518)

    9,243 

    (5,243)

    (4,518)

    Depreciation and amortization

     

    1,572 

    20,071 

    256 

    21,899 

    Other income

     

    (13,572)

    (21,687)

    (5,929)

    (41,188)

    Interest charges

     

    (6,403)

    13,732 

    (14,213)

    (6,884)

    Other expenses

     

    7,797 

    24,608 

    32,411 

    Income taxes

     

    17,512 

    60,211 

    45,775 

    123,498 

    2008 Consolidated Net Income

     

    $276,861 

     

    $365,314 

     

    ($62,472)

    $579,703 

    8

    (1)

    Parent & Other includes eliminations, which are primarily intersegment activity.

    Net Revenue

    Utility

    Following is an analysis of the change in net revenue comparing the six months ended June 30, 2008 to the six months ended June 30, 2007.

      

     

    Amount

      

     

    (In Millions)

     

     

     

    2007 net revenue

     

    $2,136.8 

    Volume/weather

     

    43.4 

    Fuel recovery

     

    18.3 

    Rider revenue

     

     15.3 

    Base revenues

     

    15.1 

    Purchased power capacity

     

    (19.1)

    Other

     

    6.6 

    2008 net revenue

     

    $2,216.4 

    The volume/weather variance is primarily due to increased electricity usage, including the effect of more favorable weather compared to the same period in 2007. Billed retail electricity usage increased a total of 936 GWh in the residential and commercial sectors, an increase of 3.4%.

    The fuel recovery variance resulted primarily from a reserve for potential rate refunds in the first quarter 2007 in Texas as a result of a PUCT ruling related to the application of past PUCT rulings addressing transition to competition in Texas.

    The rider revenue variance is primarily due to:

  • an increase in the Attala power plant costs that are recovered through the power management rider by Entergy Mississippi. The net income effect of this recovery is limited to a portion representing an allowed return on equity with the remainder offset by Attala power plant costs in other operation and maintenance expenses, depreciation expenses, and taxes other than income taxes;
  • a storm damage rider that became effective in October 2007 at Entergy Mississippi; and

  • an Energy Efficiency rider that became effective in November 2007 at Entergy Arkansas.

  • The establishment of the storm damage rider and the Energy Efficiency rider results in an increase in rider revenue and a corresponding increase in other operation and maintenance expense with no impact on net income.

    The base revenues variance is primarily due to the interim surcharge to collect $10 million in under-recovered incremental purchased capacity costs incurred through July 2007 in Texas. The surcharge was collected over a two-month period beginning February 2008. The incremental capacity recovery rider and PUCT approval is discussed in Note 2 to the financial statements in the Form 10-K. The variance is also due to a formula rate plan increase effective July 2007 at Entergy Mississippi.

    The purchased power capacity variance is due to the amortization of deferred capacity costs and is partially offset in base revenues due to the incremental purchased capacity costs recovered through the interim surcharge, as discussed above.

    9

     

    Non-Utility Nuclear

    Net revenue increased for Non-Utility Nuclear from $840 million for the six months ended June 30, 2007 to $1,178 million for the six months ended June 30, 2008 primarily due to higher pricing in its contracts to sell power, additional production resulting from the acquisition of the Palisades plant in April 2007, and fewer outage days. In addition to refueling outages, second quarter 2007 was affected by a 28 day unplanned outage. Palisades contributed $154 million of net revenue for the six months ended June 30, 2008 compared to $70 million of net revenue for the six months ended June 30, 2007. Included in the Palisades net revenue is $38 million and $15 million for the six months ended June 30, 2008 and 2007, respectively, of amortization of the Palisades purchased power agreement liability, which is non-cash revenue and is discussed in Note 15 to the financial statements in the Form 10-K. Following are key performance measures for Non-Utility Nuclear for the six months ended June 30, 2008 and 2007:

     

     

    2008

     

    2007

     

     

     

     

     

    Net MW in operation at June 30

     

    4,998

     

    4,998

    Average realized price per MWh

     

    $59.89

     

    $53.13

    GWh billed

     

    20,905

     

    17,211

    Capacity factor

     

    95%

     

    86%

    Refueling Outage Days:

        Indian Point 2

    26

    -

        Indian Point 3

    -

    24

        Pilgrim

    -

    33

        Vermont Yankee

    -

    24

    Other Operation and Maintenance Expenses

    Utility

    Other operation and maintenance expenses increased from $870 million for the six months ended June 30, 2007 to $899 million for the six months ended June 30, 2008 primarily due to:

  • an increase of $16 million in fossil expenses primarily due to higher costs for plant maintenance outages as a result of differing outage schedules for 2008 compared to 2007;
  • an increase of $16 million in storm damage charges as a result of several storms hitting Entergy Arkansas' service territory in 2008. Entergy Arkansas discontinued regulatory storm reserve accounting beginning July 2007 as a result of the APSC order issued in Entergy Arkansas' rate case. As a result, non-capital storm expenses are charged to other operation and maintenance expenses; and
  • an increase of $9 million in loss reserves, including storm damage reserves at Entergy Mississippi.
  • The increase was partially offset by a reimbursement of $7 million of costs in connection with a litigation settlement.

    Non-Utility Nuclear

    Other operation and maintenance expenses increased from $322 million for the six months ended June 30, 2007 to $382 million for the six months ended June 30, 2008 primarily due to deferring costs from one refueling outage in 2008 compared to three refueling outages in 2007, in addition to the acquisition of the Palisades plant in April 2007. Other operation and maintenance expenses associated with the Palisades plant were $60 million for the six months ended June 30, 2008 compared to $24 million for the six months ended June 30, 2007.

    10

     

    Parent & Other

    Other operation and maintenance expenses increased for the parent company, Entergy Corporation, for the six months ended June 30, 2008 primarily due to outside services costs related to the planned spin-off of the Non-Utility Nuclear business, including approximately $23.7 million of such costs in the second quarter 2008.

    Other Income

    Other income decreased primarily due to approximately $27 million in charges to interest income in 2008 resulting from the recognition of the other than temporary impairment of certain securities held in Non-Utility Nuclear's decommissioning trust funds. Other factors contributing to the decrease were a reduction in the allowance for equity funds used during construction in the Utility due to a revision in the first quarter 2007 related to removal costs and a reduction in carrying charges on storm costs as recovery of some of those costs has been completed.

    Income Taxes

    The effective income tax rates for the six months ended June 30, 2008 and 2007 were 38.9% and 33.9%, respectively. The difference in the effective income tax rate versus the statutory rate of 35% for the six months ended June 30, 2008 is primarily due to state income taxes and book and tax differences for utility plant items, partially offset by an adjustment to state income taxes for Non-Utility Nuclear to reflect the effect of a change in the methodology of computing New York state income taxes as required by that state's taxing authority. The reduction in the effective income tax rate versus the statutory rate of 35% for the six months ended June 30, 2007 is primarily due to the resolution of tax audit issues in the 2002-2003 audit cycle, book and tax differences related to the allowance for equity funds used during construction, and the amortization of investment tax credits. These factors were partially offset by book and tax differences for utility plant items and state income taxes.

    Liquidity and Capital Resources

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy's capital structure, capital expenditure plans and other uses of capital, and sources of capital. Following are updates to that discussion.

    Capital Structure

    Entergy's capitalization is balanced between equity and debt, as shown in the following table. The increase in the debt to capital percentage from 2007 to 2008 is primarily the result of additional borrowings under Entergy Corporation's revolving credit facilities, along with a decrease in shareholders' equity primarily due to an increase in accumulated other comprehensive loss and repurchases of common stock, offset by an increase in retained earnings. The increase in accumulated other comprehensive loss is primarily due to derivative instrument fair value changes. See Note 1 (Derivative Financial Instruments and Commodity Derivatives) and Note 16 to the financial statements in the Form 10-K for additional discussion of the accounting treatment of derivative instruments. The increase in the debt to capital percentage is in line with Entergy's financial and risk management aspirations.

     

     

    June 30,
    2008

     

    December 31,
    2007

     

     

     

     

     

    Net debt to net capital

     

    58.3%

     

    54.7%

    Effect of subtracting cash from debt

     

    2.4%

     

    2.9%

    Debt to capital

     

    60.7%

     

    57.6%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt, common shareholders' equity, and preferred stock without sinking fund. Net capital consists of capital less cash and cash equivalents. Entergy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy's financial condition.

    11

     

    As discussed in the Form 10-K, Entergy Corporation has in place a $3.5 billion credit facility that expires in August 2012. Entergy Corporation has the ability to issue letters of credit against the total borrowing capacity of the facility. As of June 30, 2008, amounts outstanding under the credit facility are:


    Capacity

     


    Borrowings

     

    Letters
    of Credit

     

    Capacity
    Available

    (In Millions)

                 

    $3,500 

     

    $2,772 

     

    $72 

     

    $656

    Entergy Corporation's credit facility requires it to maintain a consolidated debt ratio of 65% or less of its total capitalization. If Entergy fails to meet this ratio, or if Entergy or one of the Utility operating companies (except Entergy New Orleans) defaults on other indebtedness or is in bankruptcy or insolvency proceedings, an acceleration of the facility's maturity date may occur.

    Capital Expenditure Plans and Other Uses of Capital

    See the table and discussion in the Form 10-K under "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources - Capital Expenditure Plans and Other Uses of Capital," that sets forth the amounts of planned construction and other capital investments by operating segment for 2008 through 2010. Following is an update to the discussion in the Form 10-K.

    Little Gypsy Repowering Project

    The preconstruction and operating air permits for the Little Gypsy repowering project were issued by the Louisiana Department of Environmental Quality (LDEQ) in November 2007 under then-effective federal and state air regulations, including the EPA's Clean Air Mercury Rule that had been issued in 2005 (CAMR 2005). As discussed in more detail in part I, Item 1, "Environmental Regulation, Clean Air Act and Subsequent Amendments, Hazardous Air Pollutants" in the Form 10-K, in February 2008 the U.S. Court of Appeals for the D.C. Circuit struck down CAMR 2005. The D.C. Circuit decision requires utilities that have not yet begun construction of the facility in question to undergo a case-by-case Maximum Achievable Control Technology (MACT) analysis for construction or reconstruction of emission units pursuant to the Clean Air Act before beginning construction. The Little Gypsy project as currently configured is expected to meet MACT standards. Little Gypsy received its construction permit before a formal MACT analysis was required, however, and Entergy Louisiana has sought a MACT determination from the LDEQ. The filing was made in June 2008, and the LDEQ has certified that the filing is complete. A decision on the MACT determination is expected by first quarter 2009. Entergy Louisiana also is awaiting permit determinations from several additional agencies. These permits are unrelated to CAMR 2005 and always have been part of the construction process. Onsite construction of the project was scheduled to begin in July 2008, but obtaining the MACT determination will cause a delay in the start of construction, which Entergy Louisiana now expects to begin in mid-year 2009. This delays the expected commercial operation date of the project to mid-2013. The LPSC approved the temporary suspension of Phase II of the Little Gypsy proceedings because Entergy Louisiana must update its estimated project cost and schedule in order to support the request to recover cash earnings on its construction work in progress costs. Entergy Louisiana plans to refile the Phase II case in September 2008, and a decision is expected in the first quarter 2009. The LPSC Phase I order has been appealed to the state district court in Baton Rouge, Louisiana by a group led by the Sierra Club and represented by the Tulane Environmental Law Clinic. A procedural schedule for the appeal has not been set.

    The delayed construction of the Little Gypsy repowering project is expected to increase the total project cost from approximately $1.55 billion to $1.76 billion, primarily due to price escalation on non-contracted equipment and material and increased carrying cost due to the extended construction period.

    12

     

    Waterford 3 Steam Generator Replacement Project

    As discussed in more detail in the Form 10-K, Entergy Louisiana plans to replace the Waterford 3 steam generators, along with the reactor vessel closure head and control element drive mechanisms, in 2011.  In June 2008, Entergy Louisiana filed with the LPSC for approval of the project, including full cost recovery. Entergy Louisiana estimates in the filing that it will spend approximately $511 million on this project. The filing seeks relief in two phases. Phase I seeks certification within 120 days that the public convenience and necessity would be served by undertaking this project. Among other relief requested, Entergy Louisiana is also seeking approval for a procedure to synchronize permanent base rate recovery when the project is placed in service, either by a formula rate plan or base rate filing. In Phase II, Entergy Louisiana will seek cash earnings on construction work in progress. A status conference was held on July 31, 2008, and a procedural schedule for Phase I was adopted providing for hearings in October 2008 and LPSC consideration in December 2008.

    White Bluff Environmental Project

    The planned construction and other capital investments disclosure in the Form 10-K includes approximately $24 million for initial spending during the 2008-2010 period on installation of scrubbers and low NOx burners at Entergy Arkansas' White Bluff coal plant, which under current environmental regulations must be operational by September 2013. The project remains in the planning stages and has not been fully designed, but the latest conceptual cost estimate has gone up significantly from previous estimates due to increases in equipment, commodity, and labor costs. These estimates indicate that Entergy Arkansas' share of the project could cost approximately $630 million compared to the $375 million reported in the Form 10-K. Entergy continues to review potential environmental spending needs and financing alternatives for any such spending, and future spending estimates could change based on the results of this continuing analysis.

    Sources of Capital

    The short-term borrowings of the Registrant Subsidiaries and certain other Entergy subsidiaries are limited to amounts authorized by the FERC. The current FERC-authorized limits are effective through March 31, 2010, as established by a FERC order issued March 31, 2008 (except for Entergy Gulf States Louisiana and Entergy Texas, which are effective through November 8, 2009, as established by an earlier FERC order). See Note 4 to the financial statements for further discussion of Entergy's short-term borrowing limits.

    Hurricane Katrina and Hurricane Rita

    In August and September 2005, Hurricanes Katrina and Rita caused catastrophic damage to large portions of the Utility's service territory in Louisiana, Mississippi, and Texas, including the effect of extensive flooding that resulted from levee breaks in and around the greater New Orleans area. The storms and flooding resulted in widespread power outages, significant damage to electric distribution, transmission, and generation and gas infrastructure, and the loss of sales and customers due to mandatory evacuations and the destruction of homes and businesses. Entergy has pursued a broad range of initiatives to recover storm restoration and business continuity costs, including obtaining reimbursement of certain costs covered by insurance and pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies, including the issuance of securitization or bonds. Following are updates regarding Entergy's cost recovery efforts.

    Storm Cost Financings

    In March 2008, Entergy Gulf States Louisiana, Entergy Louisiana, and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed at the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana and Entergy Louisiana storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Legislature (Act 55 financings). The Act 55 financings are expected to produce additional customer benefits as compared to Act 64 traditional securitization.  Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow
     

    13

     

    charges and savings to customers via a Storm Cost Offset rider.  On April 3, 2008, the Louisiana State Bond Commission granted preliminary approval for the Act 55 financings.  On April 8, 2008, the Louisiana Public Facilities Authority (LPFA), which is the issuer of the bonds pursuant to the Act 55 financings, approved requests for the Act 55 financings.  On April 10, 2008, Entergy Gulf States Louisiana and Entergy Louisiana and the LPSC Staff filed with the LPSC an uncontested stipulated settlement that includes Entergy Gulf States Louisiana and Entergy Louisiana's proposals under the Act 55 financings, which includes a commitment to pass on to customers a minimum of $10 million and $30 million of customer benefits, respectively.  On April 16, 2008, the LPSC approved the settlement and issued two financing orders and one ratemaking order intended to facilitate implementation of the Act 55 financings.  On May 6, 2008, the State Bond Commission voted to approve the Act 55 financings.

    On July 29, 2008, the LPFA issued $679 million in bonds under the aforementioned Act 55.  From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana invested $527 million in affiliate securities.  The LURC deposited $152 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana.  As approved by the April 16, 2008 LPSC orders, Entergy Louisiana withdrew $17.8 million from the restricted escrow account and also invested this amount in affiliate securities.

    Entergy Gulf States Louisiana expects that in September 2008 the LPFA will issue $273 million in bonds under the aforementioned Act 55.  From the bond proceeds expected to be received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana is expected to invest $186 million in affiliate securities.  In addition, Entergy Gulf States Louisiana expects the LURC to deposit $87 million to a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana.  As approved by the April 16, 2008 LPSC orders, it is expected that Entergy Gulf States Louisiana will withdraw $1.7 million from the restricted escrow account and will also invest this amount in affiliate securities.

    Insurance Claims

    See Note 8 to the financial statements in the Form 10-K for a discussion of Entergy's conventional property insurance program and its Hurricane Katrina and Hurricane Rita claims.

    In April 2008, Entergy received from its primary insurer $53.6 million of additional insurance proceeds on its Hurricane Katrina claim, and almost all of the April 2008 proceeds were allocated to Entergy New Orleans.

    Entergy has settled its lawsuit against one of its excess insurers on the Hurricane Katrina claim, and in July 2008 received $71.5 million in proceeds on the claim. The July 2008 proceeds were allocated as follows: $2.0 million to Entergy Arkansas, $3.7 million to Entergy Gulf States Louisiana, $12.4 million to Entergy Louisiana, $1.8 million to Entergy Mississippi, and $48.4 million to Entergy New Orleans, with the remainder allocated in smaller amounts to other Entergy subsidiaries.

    14

     

    Cash Flow Activity

    As shown in Entergy's Consolidated Statements of Cash Flows, cash flows for the six months ended June 30, 2008 and 2007 were as follows:

     

     

    2008

     

    2007

     

     

    (In Millions)

     

     

     

     

     

    Cash and cash equivalents at beginning of period

     

    $1,253 

     

    $1,016 

     

     

     

     

     

    Effect of reconsolidating Entergy New Orleans

    17 

    Cash flow provided by (used in):

     

     

     

     

     

    Operating activities

     

    914 

     

    964 

     

    Investing activities

     

    (1,008)

     

    (1,016)

     

    Financing activities

     

    (73)

     

    339 

    Net increase (decrease) in cash and cash equivalents

     

    (167)

     

    287 

     

     

     

     

     

    Cash and cash equivalents at end of period

     

    $1,086 

     

    $1,320 

    Operating Activities

    Entergy's cash flow provided by operating activities decreased by $50 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007. Following are cash flows from operating activities by segment:

  • Utility provided $398 million in cash from operating activities in 2008 compared to providing $764 million in 2007 primarily due to decreased collection of fuel costs in 2008 and the receipt of $177 million of Community Development Block Grant funds by Entergy New Orleans in 2007. Fuel prices have been increasing, and due to the time lag before the fuel recovery rates increase in response, the Utility has under-recovered fuel costs thus far in 2008.
  • Non-Utility Nuclear provided $594 million in cash from operating activities in 2008 compared to providing $259 million in 2007, primarily due to an increase in net revenue, partially offset by an increase in operation and maintenance costs.
  • Parent & Other used approximately $78 million in cash in operating activities in 2008 and used approximately $59 million in cash in operating activities in 2007.
  • Investing Activities

    Net cash used in investing activities decreased by $8 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007. The following significant investing cash flow activity occurred in the six months ended June 30, 2008 and 2007:

  • Construction expenditures were $62 million higher in 2008 than in 2007, primarily due to increased spending on various projects by the Utility that are discussed further in "Capital Expenditure Plans" in the Form 10-K.
  • In April 2007, Non-Utility Nuclear purchased the 798 MW Palisades nuclear power plant located near South Haven, Michigan for a net cash payment of $336 million.
  • In March 2008, Entergy Gulf States Louisiana purchased the Calcasieu Generating Facility, a 322 MW simple-cycle, gas-fired power plant located near the city of Sulphur in southwestern Louisiana, for approximately $56.4 million.
  • Non-Utility Nuclear made a $72 million payment to NYPA in 2008 under the value sharing agreement associated with the acquisition of the Fitzpatrick and Indian Point 3 power plants. See Note 1 to the financial statements herein for additional discussion of the value sharing agreement.
  • 15

     

  • In 2008, Non-Utility Nuclear posted $102 million of cash as collateral in support of its agreements to sell power.
  • Entergy Mississippi realized proceeds in 2007 from $100 million of investments held in trust that were received from a bond issuance in 2006 and used to redeem bonds in 2007.
  • Financing Activities

    Financing activities used $73 million for the six months ended June 30, 2008 and provided $339 million for the six months ended June 30, 2007. The following significant financing cash flow activity occurred in the six months ended June 30, 2008 and 2007:

  • Entergy Corporation increased the net borrowings under its revolving credit facility by $521 million in the six months ended June 30, 2008 and by $1,150 million in the six months ended June 30, 2007. See Note 4 to the financial statements for a description of the Entergy Corporation credit facilities.
  • The Utility operating companies increased the borrowings outstanding on their long-term credit facilities by $230 million in the six months ended June 30, 2008.
  • A subsidiary of Entergy Texas issued $329.5 million of securitization bonds in June 2007. See Note 5 to the financial statements in the Form 10-K for additional information regarding the securitization bonds.
  • Entergy Corporation repaid $87 million of notes payable at their maturity in March 2008.
  • Entergy Mississippi redeemed $100 million of first mortgage bonds in 2007.
  • The Utility operating companies increased the borrowings outstanding on their short-term credit facilities by $150 million in the six months ended June 30, 2008.
  • Entergy Corporation repurchased $370 million of its common stock in the six months ended June 30, 2008 and $825 million of its common stock in the six months ended June 30, 2007.
  • Entergy Corporation increased the dividend on its common stock. The quarterly dividend was $0.54 per share in 2007 and $0.75 per share for the first two quarters in 2008.
  • Significant Factors and Known Trends

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for discussions of rate regulation, federal regulation, and market and credit risk sensitive instruments. Following are updates to the information provided in the Form 10-K.

    State and Local Rate Regulation

    See the Form 10-K for a chart summarizing material rate proceedings. See Note 2 to the financial statements herein for updates to the proceedings discussed in that chart.

    Federal Regulation

    See the Form 10-K for a discussion of federal regulatory proceedings. Following are updates to that discussion.

    System Agreement Proceedings

    Production Cost Equalization Proceeding Commenced by the LPSC

    See the Form 10-K for a discussion of the June 2005 FERC decision in the System Agreement litigation that had been commenced by the LPSC, which was essentially affirmed in the FERC's decision in a December 2005 order on rehearing. The LPSC, APSC, MPSC, and the AEEC appealed the FERC's decision to the United States Court of Appeals for the D.C. Circuit. Entergy and the City of New Orleans intervened in the various appeals. The D.C. Circuit issued its decision in April 2008. The D.C. Circuit affirmed the FERC's decision in most respects, but remanded the case to the FERC for further proceedings and reconsideration of its conclusion that it was prohibited from ordering refunds and its determination to

    16

     

    implement the bandwidth remedy commencing with calendar year 2006 production costs (with the first payments/receipts commencing in June 2007), rather than commencing the remedy on June 1, 2005. The D.C. Circuit concluded the FERC had failed so far in the proceeding to offer a reasoned explanation regarding these issues. On July 17, 2008, the Utility operating companies filed with FERC a motion proposing additional procedures on the remanded issues.

    Rough Production Cost Equalization Rates

    2007 Rate Filing Based on Calendar Year 2006 Production Costs

    See the Form 10-K for a discussion of the proceeding in which Entergy filed the rates to implement the FERC's orders in the production cost equalization proceeding. Intervenor cross-answering testimony was filed during March and April 2008, in which the intervenors and FERC Staff advocate a number of positions on issues that affect the level of production costs the individual Utility operating companies are permitted to reflect in the bandwidth calculation, including the level of depreciation and decommissioning expense for nuclear facilities. The effect of the various positions would be to reallocate costs among the Utility operating companies. Additionally, the APSC, while not taking a position on whether Entergy Arkansas was imprudent for not exercising its right of first refusal to repurchase a portion of the Independence plant in 1996 and 1997 as alleged by the LPSC, alleges that if the FERC finds Entergy Arkansas to be imprudent for not exercising this option, the FERC should disallow recovery from customers by Entergy of approximately $43 million of increased costs. On April 28, 2008 the Utility operating companies filed rebuttal testimony refuting the allegations of imprudence concerning the decision not to acquire the portion of the Independence plant, explaining why the bandwidth payments are properly recoverable under the AmerenUE contract, and explaining why the positions of FERC Staff and intervenors on the other issues should be rejected. A hearing in this proceeding concluded in July 2008, post-hearing briefing is scheduled to conclude in August 2008, and the ALJ is expected to issue an initial decision in September 2008.

    As discussed in the Form 10-K, the Utility operating companies had also filed with the FERC during 2007 certain proposed modifications to the rough production cost equalization calculation. The FERC rejected certain of the proposed modifications, accepted certain of the proposed modifications without further proceedings, and set two of the proposed modifications for hearing and settlement procedures. With respect to the proceeding involving changes to the functionalization of costs to the production function, a hearing was held in March 2008 and the ALJ issued an Initial Decision in June 2008 finding the modifications proposed by the Utility operating companies to be just and reasonable. Following briefing, the matter will be submitted to the FERC for decision. In the second proceeding, a contested settlement supported by the Utility operating companies has been submitted to the Settlement ALJ. In conjunction with the second proceeding, the LPSC has appealed to the Court of Appeals for the D.C. Circuit the FERC's determination that changes proposed by the Utility operating companies and accepted by the FERC can become effective for the next bandwidth calculation even though such bandwidth calculation may include production costs incurred prior to the date the change is proposed by the Utility operating companies.

    The intervenor AmerenUE has argued that its current wholesale power contract with Entergy Arkansas, pursuant to which Entergy Arkansas sells power to AmerenUE, does not permit Entergy Arkansas to flow through to AmerenUE any portion of Entergy Arkansas' bandwidth payment.  According to AmerenUE, Entergy Arkansas has sought to collect from AmerenUE approximately $14.5 million of the 2007 Entergy Arkansas bandwidth payment.  The AmerenUE contract is scheduled to expire in August 2009. In April 2008, AmerenUE filed a complaint with the FERC seeking refunds of this amount, plus interest, in the event the FERC ultimately determines that bandwidth payments are not properly recovered under the AmerenUE contract.

    On March 31, 2008, the LPSC filed a complaint with the FERC seeking, among other things, three amendments to the rough production cost equalization bandwidth formula. On April 22, 2008, the Utility operating companies filed an answer to the LPSC complaint urging the FERC to reject two of the proposed amendments and not opposing the third. On July 2, 2008, the FERC issued an order that, among other things, ordered the Utility operating companies to implement the LPSC's proposed amendment that they did not oppose and setting two of the LPSC's proposed amendments for hearing and settlement proceedings.

    17

     

    2008 Rate Filing Based on Calendar Year 2007 Production Costs

    In May 2008, Entergy filed with the FERC the rates for the second year to implement the FERC's orders in the System Agreement proceeding that are discussed in the Form 10-K. The filing shows the following payments/receipts among the Utility operating companies for 2008, based on calendar year 2007 production costs, commencing for service in June 2008, are necessary to achieve rough production cost equalization under the FERC's orders:

     

    Payments or
    (Receipts)

     

    (In Millions)

    Entergy Arkansas

    $252

    Entergy Gulf States Louisiana

    ($124)

    Entergy Louisiana

    ($35)

    Entergy Mississippi

    ($20)

    Entergy New Orleans

    ($7)

    Entergy Texas

    ($66)

    Several parties intervened in the proceeding at the FERC, including the APSC, the LPSC, and AmerenUE, which have also filed protests. Several other parties, including the MPSC and the City Council, have intervened in the proceeding without filing a protest. On July 29, 2008, the FERC set the proceeding for hearing and settlement procedures. A settlement judge should be appointed and a conference scheduled in August 2008.

    Entergy Arkansas will pay $36 million per month for seven months in 2008, and began making the payments in June 2008. As discussed in Note 2 to the financial statements, the APSC has approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas.

    Independent Coordinator of Transmission

    In the FERC's April 2006 order that approved Entergy's ICT proposal, the FERC stated that the weekly procurement process (WPP) must be operational within approximately 14 months of the FERC order, or June 24, 2007, or the FERC may reevaluate all approvals to proceed with the ICT.  The Utility operating companies have been working with the ICT and a software vendor to develop the software and systems necessary to implement the WPP. The Utility operating companies also filed with the FERC in April 2007 a request to make certain corrections and limited modifications to the current WPP tariff provisions. The Utility operating companies have filed status reports with the FERC notifying the FERC that, due to unexpected issues with the development of the WPP software and testing, the WPP is still not operational. The Utility operating companies filed a revised tariff with the FERC on January 31, 2008 to address issues identified during the testing of the WPP. The Utility operating companies requested the FERC to rule on the proposed amendments by April 30, 2008 and allow them to go into effect May 11, 2008, following which the WPP would be expected to become operational. In May 2008, the FERC determined it would be premature to implement the WPP on May 11, 2008 as the WPP has not been shown to be just and reasonable. Accordingly, the FERC conditionally accepted and suspended Entergy's proposed tariff amendments for five months from the requested effective date, to become effective October 11, 2008, or on an earlier date, subject to refund and subject to a further order on proposed tariff revisions directed to be filed in the order. The FERC stated that it will consider allowing an effective date earlier than October 11, 2008, if the ICT agrees that the model is ready and Entergy files the required tariff revisions no later than 60 days before that date. The FERC also denied the requests for a technical conference at this time and indicated it will reassess the need for such a technical conference after the WPP is functioning.

    18

     

    Market and Credit Risk Sensitive Instruments

    Commodity Price Risk

    Power Generation

    As discussed more fully in the Form 10-K, the sale of electricity from the power generation plants owned by Entergy's Non-Utility Nuclear business, unless otherwise contracted, is subject to the fluctuation of market power prices. Following is an updated summary of the amount of the Non-Utility Nuclear business' output that is sold forward as of June 30, 2008 under physical or financial contracts (2008 represents the remaining two quarters of the year):

       

    2008

     

    2009

     

    2010

     

    2011

     

    2012

    Non-Utility Nuclear:

                       

    Percent of planned energy output sold forward:

                       
     

    Unit-contingent

     

    48%

     

    48%

     

    31%

     

    29%

     

    17%

     

    Unit-contingent with availability guarantees (1)

     

    40%

     

    35%

     

    28%

     

    14%

     

    7%

     

    Firm liquidated damages

     

    5%

     

    0%

     

    0%

     

    0%

     

    0%

     

    Total

     

    93%

     

    83%

     

    59%

     

    43%

     

    24%

    Planned energy output (TWh)

     

    21

     

    41

     

    40

     

    41

     

    41

    Average contracted price per MWh (2)

     

    $55

     

    $61

     

    $58

     

    $55

     

    $54

    (1)

    A sale of power on a unit-contingent basis coupled with a guarantee of availability provides for the payment to the power purchaser of contract damages, if incurred, in the event the seller fails to deliver power as a result of the failure of the specified generation unit to generate power at or above a specified availability threshold. All of Entergy's outstanding guarantees of availability provide for dollar limits on Entergy's maximum liability under such guarantees.

    (2)

    The Vermont Yankee acquisition included a 10-year PPA under which the former owners will buy most of the power produced by the plant, which is through the expiration in 2012 of the current operating license for the plant. The PPA includes an adjustment clause under which the prices specified in the PPA will be adjusted downward monthly, beginning in November 2005, if power market prices drop below PPA prices, which has not happened thus far and is not expected in the foreseeable future.

    Entergy's Non-Utility Nuclear business' purchase of the FitzPatrick and Indian Point 3 plants from NYPA included value sharing agreements with NYPA. In October 2007, NYPA and the subsidiaries that own the FitzPatrick and Indian Point 3 plants amended and restated the value sharing agreements to clarify and amend certain provisions of the original terms. Under the amended value sharing agreements, Entergy's Non-Utility Nuclear business agreed to make annual payments to NYPA based on the generation output of the Indian Point 3 and FitzPatrick plants from January 2007 through December 2014. Entergy's Non-Utility Nuclear business will pay NYPA $6.59 per MWh for power sold from Indian Point 3, up to an annual cap of $48 million, and $3.91 per MWh for power sold from FitzPatrick, up to an annual cap of $24 million. The annual payment for each year is due by January 15 of the following year. If Entergy or an Entergy affiliate ceases to own the plants, then, after January 2009, the annual payment obligation terminates for generation after the date that Entergy ownership ceases. We believe that the contractual obligation to make value sharing payments to NYPA, other than for 2008 generation output, will terminate if the Non-Utility Nuclear spin-off transaction is completed. On June 3, 2008, NYPA informed Entergy in writing that it disagrees with Entergy's interpretation of the termination provisions of the agreement. In addition, in regulatory proceedings in New York, the Administrative Law Judges have indicated that the potential financial effect of the termination of the value sharing payments on NYPA and New York electric consumers are factors the Administrative Law Judges believe should be considered by the New York Public Service Commission in making its public interest determination.

    Some of the agreements to sell the power produced by Entergy's Non-Utility Nuclear power plants contain provisions that require an Entergy subsidiary to provide collateral to secure its obligations under the agreements. The Entergy subsidiary is required to provide collateral based upon the difference between the current market and contracted power prices in the regions where Non-Utility Nuclear sells power. The primary form of

    19

     

    collateral to satisfy these requirements is an Entergy Corporation guaranty. Cash and letters of credit are also acceptable forms of collateral. At June 30, 2008, based on power prices at that time, Entergy had in place as collateral $1,501 million of Entergy Corporation guarantees for wholesale transactions, including $64 million of guarantees that support letters of credit and $102 million of cash collateral. The assurance requirement associated with Non-Utility Nuclear is estimated to increase by an amount of up to $302 million if gas prices increase $1 per MMBtu in both the short- and long-term markets. In the event of a decrease in Entergy Corporation's credit rating to below investment grade, Entergy will be required to replace Entergy Corporation guarantees with cash or letters of credit under some of the agreements.

    In addition to selling the power produced by its plants, the Non-Utility Nuclear business sells installed capacity to load-serving distribution companies in order for those companies to meet requirements placed on them by the ISO in their area. Following is a summary of the amount of the Non-Utility Nuclear business' installed capacity that is currently sold forward, and the blended amount of the Non-Utility Nuclear business' planned generation output and installed capacity that is currently sold forward as of June 30, 2008 (2008 represents the remaining two quarters of the year):

       

    2008

     

    2009

     

    2010

     

    2011

     

    2012

    Non-Utility Nuclear:

                       

    Percent of capacity sold forward:

                       
     

    Bundled capacity and energy contracts

     

    26%

     

    27%

     

    26%

     

    27%

     

    19%

     

    Capacity contracts

     

    62%

     

    38%

     

    31%

     

    15%

     

    2%

     

    Total

     

    88%

     

    65%

     

    57%

     

    42%

     

    21%

    Planned net MW in operation

     

    4,998

     

    4,998

     

    4,998

     

    4,998

     

    4,998

    Average capacity contract price per kW per month

     

    $2.0

     

    $2.0

     

    $3.4

     

    $3.7

     

    $3.5

    Blended Capacity and Energy (based on revenues)

                       

    % of planned generation and capacity sold forward

     

    87%

     

    74%

     

    47%

     

    31%

     

    15%

    Average contract revenue per MWh

     

    $57

     

    $62

     

    $61

     

    $57

     

    $54

    As of June 30, 2008, approximately 96% of Non-Utility Nuclear's counterparty exposure from energy and capacity contracts is with counterparties with public investment grade credit ratings.

    Critical Accounting Estimates

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy's accounting for nuclear decommissioning costs, unbilled revenue, impairment of long-lived assets, qualified pension and other postretirement benefits, and other contingencies.

    New Accounting Pronouncements

    In March 2008 the FASB issued Statement of Financial Accounting Standards No. 161 "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" (SFAS 161), which requires enhanced disclosures about an entity's derivative and hedging activities. SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

    20

     

    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF INCOME
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
                     
        Three Months Ended   Six Months Ended
        2008   2007   2008   2007
       

    (In Thousands, Except Share Data)

                     
    OPERATING REVENUES                
    Electric   $2,524,222    $2,194,644    $4,570,449    $4,306,104 
    Natural gas   53,985    42,909    143,380    127,861 
    Competitive businesses   686,064    531,799    1,415,176    1,029,446 
    TOTAL   3,264,271    2,769,352    6,129,005    5,463,411 
                     
    OPERATING EXPENSES                
    Operating and Maintenance:                
      Fuel, fuel-related expenses, and                
       gas purchased for resale   726,836    595,602    1,267,337    1,383,014 
      Purchased power   748,203    601,000    1,368,845    1,045,239 
      Nuclear refueling outage expenses   55,840    44,614    107,098    87,589 
      Other operation and maintenance   710,309    639,670    1,321,577    1,204,046 
    Decommissioning   46,816    42,080    92,812    79,910 
    Taxes other than income taxes   125,942    116,348    234,513    239,031 
    Depreciation and amortization   247,977    238,653    492,962    471,063 
    Other regulatory charges - net   34,239    13,345    69,519    36,885 
    TOTAL   2,696,162    2,291,312    4,954,663    4,546,777 
                     
    OPERATING INCOME   568,109    478,040    1,174,342    916,634 
                     
    OTHER INCOME                
    Allowance for equity funds used during construction   9,085    7,459    18,371    24,717 
    Interest and dividend income   23,399    53,948    77,680    111,058 
    Equity in earnings (loss) of unconsolidated equity affiliates   (2,572)   477    (3,501)   2,101 
    Miscellaneous - net   3,916    (6,459)   (7,640)   (11,778)
    TOTAL   33,828    55,425    84,910    126,098 
                     
    INTEREST AND OTHER CHARGES                
    Interest on long-term debt   119,903    124,057    243,047    247,156 
    Other interest - net   28,030    33,553    60,567    65,768 
    Allowance for borrowed funds used during construction   (4,937)   (4,386)   (10,053)   (14,915)
    Preferred dividend requirements and other   4,975    6,188    9,973    12,409 
    TOTAL   147,971    159,412    303,534    310,418 
                     
    INCOME BEFORE INCOME TAXES   453,966    374,053    955,718    732,314 
                     
    Income taxes   183,012    106,451    376,015    252,517 
                     
    CONSOLIDATED NET INCOME   $270,954    $267,602    $579,703    $479,797 
                     
                     
    Earnings per average common share:                
      Basic   $1.42    $1.36    $3.02    $2.41 
      Diluted   $1.37    $1.32    $2.93    $2.34 
    Dividends declared per common share   $0.75    $0.54    $1.50    $1.08 
                     
    Basic average number of common shares outstanding   191,326,928    196,979,140    191,983,266    198,754,673 
    Diluted average number of common shares outstanding   197,864,459    203,423,646    198,101,863    204,785,090 
                     
    See Notes to Financial Statements.                

    21

     

    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Six Months Ended June 30, 2008 and 2007
    (Unaudited)
        2008   2007
        (In Thousands)
       
    OPERATING ACTIVITIES        
    Consolidated net income   $579,703    $479,797 
    Adjustments to reconcile consolidated net income to net cash flow        
     provided by operating activities:        
      Reserve for regulatory adjustments   (2,808)   8,038 
      Other regulatory charges - net   69,519    36,885 
      Depreciation, amortization, and decommissioning   585,774    550,973 
      Deferred income taxes, investment tax credits, and non-current taxes accrued   365,337    507,929 
      Equity in earnings of unconsolidated equity affiliates - net of dividends   3,501    (2,101)
      Changes in working capital:        
        Receivables   (216,810)   (123,088)
        Fuel inventory   (12,257)   (10,533)
        Accounts payable   357,503    (137,102)
        Taxes accrued     (189,410)
        Interest accrued   (48,799)   (29,093)
        Deferred fuel   (555,444)   37,705 
        Other working capital accounts   (218,001)   (169,775)
      Provision for estimated losses and reserves   10,680    56,241 
      Changes in other regulatory assets   39,964    132,989 
      Other   (44,293)   (185,323)
    Net cash flow provided by operating activities   913,569    964,132 
             
    INVESTING ACTIVITIES        
    Construction/capital expenditures   (778,818)   (717,115)
    Allowance for equity funds used during construction   18,371    24,717 
    Nuclear fuel purchases   (217,487)   (219,328)
    Proceeds from sale/leaseback of nuclear fuel   152,353    124,185 
    Proceeds from sale of assets and businesses   30,725    13,063 
    Payment for purchase of plant   (56,409)   (336,211)
    Insurance proceeds received for property damages   63,088    82,081 
    Changes in transition charge account   9,171   
    NYPA value sharing payment   (72,000)  
    Decrease (increase) in other investments   (95,166)   73,969 
    Proceeds from nuclear decommissioning trust fund sales   748,181    1,013,414 
    Investment in nuclear decommissioning trust funds   (809,653)   (1,075,084)
    Net cash flow used in investing activities   (1,007,644)   (1,016,309)
             
    See Notes to Financial Statements.        

    22

     

    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Six Months Ended June 30, 2008 and 2007
    (Unaudited)
        2008   2007
        (In Thousands)
         
    FINANCING ACTIVITIES        
    Proceeds from the issuance of:        
      Long-term debt   1,800,543    2,042,123 
      Common stock and treasury stock   27,862    53,706 
    Retirement of long-term debt   (1,383,393)   (699,906)
    Repurchase of common stock   (369,612)   (825,460)
    Redemption of preferred stock     (2,250)
    Changes in credit line borrowings - net   150,000   
    Dividends paid:        
      Common stock   (288,172)   (215,472)
      Preferred stock   (10,030)   (13,344)
    Net cash flow provided by (used in) financing activities   (72,802)   339,397 
             
    Effect of exchange rates on cash and cash equivalents   (430)   (243)
             
    Net increase (decrease) in cash and cash equivalents   (167,307)   286,977 
             
    Cash and cash equivalents at beginning of period   1,253,728    1,016,152 
             
    Effect of the reconsolidation of Entergy New Orleans on cash and cash equivalents     17,093 
             
    Cash and cash equivalents at end of period   $1,086,421    $1,320,222 
             
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
      Cash paid during the period for:        
        Interest - net of amount capitalized   $340,077    $297,229 
        Income taxes   $127,856    $228,750 
             
    See Notes to Financial Statements.        
             

    23

     

    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    ASSETS
    June 30, 2008 and December 31, 2007
    (Unaudited)
        2008   2007
        (In Thousands)
             
    CURRENT ASSETS        
    Cash and cash equivalents:        
      Cash   $168,624    $126,652 
      Temporary cash investments - at cost,        
       which approximates market   917,797    1,127,076 
         Total cash and cash equivalents   1,086,421    1,253,728 
    Securitization recovery trust account   10,102    19,273 
    Accounts receivable:         
      Customer   755,425    610,724 
      Allowance for doubtful accounts   (20,357)   (25,789)
      Other   310,645    303,060 
      Accrued unbilled revenues   347,163    288,076 
         Total accounts receivable   1,392,876    1,176,071 
    Deferred fuel costs   500,498   
    Accumulated deferred income taxes   -     38,117 
    Fuel inventory - at average cost   220,841    208,584 
    Materials and supplies - at average cost   725,176    692,376 
    Deferred nuclear refueling outage costs   194,736    172,936 
    System agreement cost equalization   215,869    268,000 
    Gas hedge contracts   122,971    - 
    Prepayments and other   268,505    129,162 
    TOTAL   4,737,995    3,958,247 
             
    OTHER PROPERTY AND INVESTMENTS         
    Investment in affiliates - at equity   76,959    78,992 
    Decommissioning trust funds   3,154,962    3,307,636 
    Non-utility property - at cost (less accumulated depreciation)   224,536    220,204 
    Other   176,500    82,563 
    TOTAL   3,632,957    3,689,395 
             
    PROPERTY, PLANT AND EQUIPMENT         
    Electric   33,650,605    32,959,022 
    Property under capital lease   738,492    740,095 
    Natural gas   297,622    300,767 
    Construction work in progress   1,026,306    1,054,833 
    Nuclear fuel under capital lease   429,414    361,502 
    Nuclear fuel   609,426    665,620 
    TOTAL PROPERTY, PLANT AND EQUIPMENT   36,751,865    36,081,839 
    Less - accumulated depreciation and amortization   15,457,574    15,107,569 
    PROPERTY, PLANT AND EQUIPMENT - NET   21,294,291    20,974,270 
             
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
      SFAS 109 regulatory asset - net   615,832    595,743 
      Other regulatory assets   2,932,336    2,971,399 
      Deferred fuel costs   168,122    168,122 
    Goodwill   377,172    377,172 
    Other   934,636    908,654 
    TOTAL   5,028,098    5,021,090 
             
    TOTAL ASSETS   $34,693,341    $33,643,002 
             
    See Notes to Financial Statements.        

    24

     

    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
    June 30, 2008 and December 31, 2007
    (Unaudited)
        2008   2007
        (In Thousands)
             
    CURRENT LIABILITIES        
    Currently maturing long-term debt   $397,527    $996,757 
    Notes payable   175,037    25,037 
    Accounts payable   1,388,805    1,031,300 
    Customer deposits   298,632    291,171 
    Accumulated deferred income taxes   118,061    -  
    Interest accrued   139,162    187,968 
    Deferred fuel costs   -     54,947 
    Obligations under capital leases   151,721    152,615 
    Pension and other postretirement liabilities   35,765    34,795 
    System agreement cost equalization   215,909    268,000 
    Fair value of derivative instruments   363,957    60,025 
    Other   167,654    154,139 
    TOTAL   3,452,230    3,256,754 
             
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued   6,306,393    6,379,679 
    Accumulated deferred investment tax credits   334,552    343,539 
    Obligations under capital leases   287,641    220,438 
    Other regulatory liabilities   576,601    490,323 
    Decommissioning and asset retirement cost liabilities   2,575,683    2,489,061 
    Accumulated provisions   144,875    133,406 
    Pension and other postretirement liabilities   1,299,857    1,361,326 
    Long-term debt   10,755,654    9,728,135 
    Fair value of derivative instruments   370,374    26,964 
    Other   955,657    1,039,544 
    TOTAL   23,607,287    22,212,415 
              
    Commitments and Contingencies        
             
    Preferred stock without sinking fund   311,019    311,162 
             
    SHAREHOLDERS' EQUITY        
    Common stock, $.01 par value, authorized 500,000,000        
     shares; issued 248,174,087 shares in 2008 and in 2007   2,482    2,482 
    Paid-in capital   4,860,481    4,850,769 
    Retained earnings   7,027,630    6,735,965 
    Accumulated other comprehensive income (loss)   (510,958)   8,320 
    Less - treasury stock, at cost (57,633,453 shares in 2008 and         
     55,053,847 shares in 2007)   4,056,830    3,734,865 
    TOTAL   7,322,805    7,862,671 
             
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $34,693,341    $33,643,002 
             
    See Notes to Financial Statements.        

    25

     

    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND PAID-IN CAPITAL
    For the Three Months Ended June 30, 2008 and 2007
    (Unaudited)
                         
            2008   2007
            (In Thousands)
                         
    RETAINED EARNINGS                    
                         
    Retained Earnings - Beginning of period       $6,900,345        $6,211,617     
                         
      Add: Consolidated net income       270,954    $270,954    267,602    $267,602 
                         
      Deduct:                    
        Dividends declared on common stock       143,669        106,532     
                         
    Retained Earnings - End of period       $7,027,630        $6,372,687     
                         
                         
    ACCUMULATED OTHER COMPREHENSIVE LOSS                    
    Balance at beginning of period:                    
      Accumulated derivative instrument fair value changes       ($191,306)       ($64,111)    
                         
      Pension and other postretirement liabilities       (111,281)       (105,431)    
                         
      Net unrealized investment gains       89,061        108,547     
                         
      Foreign currency translation       6,377        6,435     
         Total       (207,149)       (54,560)    
                         
                         
    Net derivative instrument fair value changes                    
     arising during the period (net of tax expense (benefit) of ($160,474) and $1,851)       (285,280)   (285,280)   4,549    4,549 
                         
    Pension and other postretirement liabilities (net of tax expense of $348 and $1,092)       2,247    2,247    (339)   (339)
                         
    Net unrealized investment gains (losses) (net of tax expense (benefit) of ($7,901) and $4,317)       (21,223)   (21,223)   8,350    8,350 
                         
    Foreign currency translation (net of tax expense of $241 and $124)       447    447    231    231 
                         
                         
    Balance at end of period:                    
      Accumulated derivative instrument fair value changes       (476,586)       (59,562)    
                         
      Pension and other postretirement liabilities       (109,034)       (105,770)    
                         
      Net unrealized investment gains       67,838        116,897     
                         
      Foreign currency translation       6,824        6,666     
         Total       ($510,958)       ($41,769)    
    Comprehensive Income (Loss)           ($32,855)       $280,393 
                         
                         
    PAID-IN CAPITAL                    
                         
    Paid-in Capital - Beginning of period       $4,853,837        $4,831,803     
                         
      Add:                    
        Common stock issuances related to stock plans       6,644        9,256     
                         
    Paid-in Capital - End of period       $4,860,481        $4,841,059     
                         
                         
    See Notes to Financial Statements.                    

    26

     

    ENTERGY CORPORATION AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS, COMPREHENSIVE INCOME, AND PAID-IN CAPITAL
    For the Six Months Ended June 30, 2008 and 2007
    (Unaudited)
                         
            2008   2007
            (In Thousands)
                         
    RETAINED EARNINGS                    
                         
    Retained Earnings - Beginning of period       $6,735,965        $6,113,042     
                         
      Add:                    
        Consolidated net income       579,703    $579,703    479,797    $479,797 
        Adjustment related to FIN 48 implementation             (4,600)    
          Total       579,703        475,197     
                         
      Deduct:                    
        Dividends declared on common stock       288,038        215,552     
                         
    Retained Earnings - End of period       $7,027,630        $6,372,687     
                         
    ACCUMULATED OTHER COMPREHENSIVE LOSS                    
    Balance at beginning of period:                    
      Accumulated derivative instrument fair value changes       ($12,540)       ($105,578)    
                         
      Pension and other postretirement liabilities       (107,145)       (105,909)    
                         
      Net unrealized investment gains       121,611        104,551     
                         
      Foreign currency translation       6,394        6,424     
         Total       8,320        (100,512)    
                         
    Net derivative instrument fair value changes                    
     arising during the period (net of tax expense (benefit) of ($259,574) and $30,176)       (464,046)   (464,046)   46,016    46,016 
                         
    Pension and other postretirement liabilities (net of tax expense of $4,325 and $1,366)       (1,889)   (1,889)   139    139 
                         
    Net unrealized investment gains (losses) (net of tax expense (benefit) of ($34,531) and $7,107)       (53,773)   (53,773)   12,346    12,346 
                         
    Foreign currency translation (net of tax expense of $232 and $130)       430    430    242    242 
                         
    Balance at end of period:                    
      Accumulated derivative instrument fair value changes       (476,586)       (59,562)    
                         
      Pension and other postretirement liabilities       (109,034)       (105,770)    
                         
      Net unrealized investment gains       67,838        116,897     
                         
      Foreign currency translation       6,824        6,666     
         Total       ($510,958)       ($41,769)    
    Comprehensive Income           $60,425        $538,540 
                         
    PAID-IN CAPITAL                    
                         
    Paid-in Capital - Beginning of period       $4,850,769        $4,827,265     
                         
      Add (Deduct):                    
        Common stock issuances related to stock plans       9,712        13,794     
                         
    Paid-in Capital - End of period       $4,860,481        $4,841,059     
                         
    See Notes to Financial Statements.                    

    27

     

    ENTERGY CORPORATION AND SUBSIDIARIES
    SELECTED OPERATING RESULTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
     
                     
        Three Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars in Millions)    
    Utility Electric Operating Revenues:                
      Residential   $808   $691   $117    17 
      Commercial   661   576   85    15 
      Industrial   739   640   99    15 
      Governmental   59   54    
         Total retail   2,267   1,961   306    16 
      Sales for resale   108   98   10    10 
      Other   149   136   13    10 
         Total   $2,524   $2,195   $329    15 
                     
    Utility Billed Electric Energy                
     Sales (GWh):                 
      Residential   7,372   6,985   387   
      Commercial   6,688   6,481   207   
      Industrial   9,730   9,814   (84)   (1)
      Governmental   586   562   24   
         Total retail   24,376   23,842   534   
      Sales for resale   1,440   1,428   12   
         Total   25,816   25,270   546   
                     
    Non-Utility Nuclear:                
    Operating Revenues   $610   $472   $138    29 
    Billed Electric Energy Sales (GWh)   10,145   8,896   1,249    14 
                     
                     
        Six Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars in Millions)    
    Utility Electric Operating Revenues:                
      Residential   $1,539   $1,435   $104   
      Commercial   1,209   1,132   77   
      Industrial   1,345   1,273   72   
      Governmental   113   105    
         Total retail   4,206   3,945   261   
      Sales for resale   196   189    
      Other   168   172   (4)   (2)
         Total   $4,570   $4,306   $264   
                     
    Utility Billed Electric Energy                
     Sales (GWh):                
      Residential   15,384   14,777   607   
      Commercial   12,926   12,597   329   
      Industrial   19,107   19,137   (30)  
      Governmental   1,155   1,111   44   
         Total retail   48,572   47,622   950   
      Sales for resale   2,729   3,066   (337)   (11)
         Total   51,301   50,688   613   
                     
                     
    Non-Utility Nuclear:                
    Operating Revenues   $1,290   $930   $360    39 
    Billed Electric Energy Sales (GWh)   20,905   17,211   3,694    21 
                     
                     

    28

     

    ENTERGY CORPORATION AND SUBSIDIARIES

    NOTES TO FINANCIAL STATEMENTS
    (Unaudited)

    NOTE 1. COMMITMENTS AND CONTINGENCIES

    Entergy and the Registrant Subsidiaries are involved in a number of legal, regulatory, and tax proceedings before various courts, regulatory commissions, and governmental agencies in the ordinary course of business. While management is unable to predict the outcome of such proceedings, management does not believe that the ultimate resolution of these matters will have a material adverse effect on Entergy's results of operations, cash flows, or financial condition. Entergy discusses regulatory proceedings in Note 2 to the financial statements in the Form 10-K, the Entergy Texas Form 10, and herein and discusses tax proceedings in Note 3 to the financial statements in the Form 10-K and the Entergy Texas Form 10, and in Note 10 to the financial statements herein.

    Nuclear Insurance

    See Note 8 to the financial statements in the Form 10-K for information on nuclear liability and property insurance associated with Entergy's nuclear power plants.

    Conventional Property Insurance

    See Note 8 to the financial statements in the Form 10-K and Note 6 to the financial statements in the Entergy Texas Form 10 for information regarding Entergy's non-nuclear property insurance program. In April 2008, Entergy received from its primary insurer $53.6 million of additional insurance proceeds on its Hurricane Katrina claim, and almost all of the April 2008 proceeds were allocated to Entergy New Orleans.

    Entergy has settled its lawsuit against one of its excess insurers on the Hurricane Katrina claim, and in July 2008 received $71.5 million in proceeds on the claim. The July 2008 proceeds were allocated as follows: $2.0 million to Entergy Arkansas, $3.7 million to Entergy Gulf States Louisiana, $12.4 million to Entergy Louisiana, $1.8 million to Entergy Mississippi, and $48.4 million to Entergy New Orleans, with the remainder allocated in smaller amounts to other Entergy subsidiaries.

    NYPA Value Sharing Agreements

    Entergy's Non-Utility Nuclear business' purchase of the FitzPatrick and Indian Point 3 plants from NYPA included value sharing agreements with NYPA. In October 2007, NYPA and the subsidiaries that own the FitzPatrick and Indian Point 3 plants amended and restated the value sharing agreements to clarify and amend certain provisions of the original terms. Under the amended value sharing agreements, Entergy's Non-Utility Nuclear business agreed to make annual payments to NYPA based on the generation output of the Indian Point 3 and FitzPatrick plants from January 2007 through December 2014. Entergy's Non-Utility Nuclear business will pay NYPA $6.59 per MWh for power sold from Indian Point 3, up to an annual cap of $48 million, and $3.91 per MWh for power sold from FitzPatrick, up to an annual cap of $24 million. The annual payment for each year is due by January 15 of the following year. If Entergy or an Entergy affiliate ceases to own the plants, then, after January 2009, the annual payment obligation terminates for generation after the date that Entergy ownership ceases. We believe that the contractual obligation to make value sharing payments to NYPA, other than for 2008 generation output, will terminate if the Non-Utility Nuclear spin-off transaction is completed. On June 3, 2008, NYPA informed Entergy in writing that it disagrees with Entergy's interpretation of the termination provisions of the agreement. In addition, in regulatory proceedings in New York, the Administrative Law Judges have indicated that the potential financial effect of the termination of the value sharing payments on NYPA and New York electric consumers are factors the Administrative Law Judges believe should be considered by the New York Public Service Commission in making its public interest determination.

    29

     

    Employment Litigation

    The Registrant Subsidiaries and other Entergy subsidiaries are responding to various lawsuits in both state and federal courts and to other labor-related proceedings filed by current and former employees and third parties not selected for open positions. These actions include, but are not limited to, allegations of wrongful employment actions; wage disputes and other claims under the Fair Labor Standards Act or its state counterparts; claims of race, gender and disability discrimination; disputes arising under collective bargaining agreements; unfair labor practice proceedings and other administrative proceedings before the National Labor Relations Board; claims of retaliation; and claims for or regarding benefits under various Entergy Corporation sponsored plans. Entergy and the Registrant Subsidiaries are responding to these suits and proceedings and deny liability to the claimants.

    Asbestos and Hazardous Material Litigation (Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, and Entergy Texas)

    See Note 8 to the financial statements in the Form 10-K for information regarding asbestos and hazardous material litigation involving Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans and see Note 6 to the financial statements in the Entergy Texas Form 10 for information regarding asbestos and hazardous material litigation involving Entergy Texas.

    NOTE 2. RATE AND REGULATORY MATTERS

    Regulatory Assets

    Other Regulatory Assets

    See Note 2 to the financial statements in the Form 10-K and in the Entergy Texas Form 10 for information regarding regulatory assets in the Utility business reflected on the balance sheets of Entergy and the Registrant Subsidiaries.

    Fuel and purchased power cost recovery

    See Note 2 to the financial statements in the Form 10-K for information regarding fuel proceedings involving the Utility operating companies. Following are updates to that information.

    Entergy Arkansas

    Production Cost Allocation Rider

    In its June 2007 decision on Entergy Arkansas' August 2006 rate filing, the APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement proceedings, but set a termination date of December 31, 2008 for the rider. In December 2007, the APSC issued a subsequent order stating the production cost allocation rider will remain in effect, and any future termination of the rider will be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing. On March 18, 2008, the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order. The Arkansas attorney general's and the AEEC's appeal briefs are due September 5, 2008, and the appellees' briefs, including Entergy Arkansas', are due October 5, 2008.

    In June 2008, Entergy Arkansas filed with the APSC its annual redetermination of the production cost allocation rider. The redetermination resulted in a slight increase in the rates beginning with the first billing cycle of July 2008.

    See Entergy Corporation and Subsidiaries' "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends - Federal Regulation - System Agreement Proceedings" in the Form 10-K and herein for a discussion of the System Agreement proceedings.

    30

     

    Energy Cost Recovery Rider

    Entergy Arkansas' retail rates include an energy cost recovery rider. In December 2007, the APSC issued an order stating that Entergy Arkansas' energy cost recovery rider will remain in effect, and any future termination of the rider will be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing. On March 18, 2008, the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order. The Arkansas attorney general's and the AEEC's appeal briefs are due September 5, 2008, and the appellees' briefs, including Entergy Arkansas', are due October 5, 2008.

    In March 2008, Entergy Arkansas filed with the APSC its annual energy cost rate for the period April 2008 through March 2009. The filed energy cost rate increased from $0.01179/kWh to $0.01869/kWh. The increase was caused by the following: 1) all three of the nuclear power plants from which Entergy Arkansas obtains power, ANO 1 and 2 and Grand Gulf, will have refueling outages in 2008, and the energy cost rate is adjusted to account for the replacement power costs that will be incurred while these units are down; 2) Entergy Arkansas has a deferred fuel cost balance from under-recovered fuel costs at December 31, 2007; and 3) fuel and purchased power prices have increased.

    Entergy Mississippi

    In May 2008, Entergy Mississippi filed its quarterly fuel adjustment factor for the third quarter 2008, effective beginning with July 2008 bills. The third quarter 2008 factor is $0.038861/kWh, which is an increase from the $0.010878/kWh factor for the second quarter 2008. The increase is due to a significant increase in fuel prices, and Entergy Mississippi has gone from an over-recovery to an under-recovery position during 2008. In July 2008, the MPSC began a proceeding to investigate the fuel procurement practices and fuel adjustment schedules of the Mississippi utility companies, including Entergy Mississippi. A two-day public hearing was held in July 2008, and after a recess as the MPSC reviewed information, the hearing resumed on August 5, 2008 for additional testimony by an expert witness retained by the MPSC. The expert witness presented testimony regarding a review of the utilities' fuel adjustment clauses.  The MPSC stated that the goal of the proceeding is fact-finding so that the MPSC may decide whether to amend the current fuel cost recovery process.

    Entergy Texas

    In January 2008, Entergy Texas made a compliance filing with the PUCT describing how its 2007 Rough Production Cost Equalization receipts under the System Agreement were allocated between Entergy Gulf States, Inc.'s Texas and Louisiana jurisdictions. Several parties have intervened in the proceeding. A hearing was held at the end of July 2008, and a decision is pending.

    In October 2007, Entergy Texas filed a request with the PUCT to refund $45.6 million, including interest, of fuel cost recovery over-collections through September 2007. In January 2008, Entergy Texas filed with the PUCT a stipulation and settlement agreement among the parties that updated the over-collection balance through November 2007 and establishes a refund amount, including interest, of $71 million. The PUCT approved the agreement in February 2008. The refund was made over a two-month period beginning February 2008, but was reduced by $10.3 million of under-recovered incremental purchased capacity costs. Amounts refunded through the interim fuel refund are subject to final reconciliation in a future fuel reconciliation proceeding.

    Storm Cost Recovery Filings

    See Note 2 to the financial statements in the Form 10-K for information regarding storm cost recovery filings involving the Utility operating companies. The following is an update to the Form 10-K.

    31

     

    Entergy Gulf States Louisiana and Entergy Louisiana - Act 55 Storm Cost Financings

    In March 2008, Entergy Gulf States Louisiana, Entergy Louisiana, and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed at the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana and Entergy Louisiana storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Legislature (Act 55 financings). The Act 55 financings are expected to produce additional customer benefits as compared to Act 64 traditional securitization.  Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and savings to customers via a Storm Cost Offset rider.  On April 3, 2008, the Louisiana State Bond Commission granted preliminary approval for the Act 55 financings.  On April 8, 2008, the Louisiana Public Facilities Authority (LPFA), which is the issuer of the bonds pursuant to the Act 55 financings, approved requests for the Act 55 financings.  On April 10, 2008, Entergy Gulf States Louisiana and Entergy Louisiana and the LPSC Staff filed with the LPSC an uncontested stipulated settlement that includes Entergy Gulf States Louisiana and Entergy Louisiana's proposals under the Act 55 financings, which includes a commitment to pass on to customers a minimum of $10 million and $30 million of customer benefits, respectively.  On April 16, 2008, the LPSC approved the settlement and issued two financing orders and one ratemaking order intended to facilitate implementation of the Act 55 financings.  On May 6, 2008, the State Bond Commission voted to approve the Act 55 financings.

    On July 29, 2008, the LPFA issued $679 million in bonds under the aforementioned Act 55.  From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana invested $527 million in affiliate securities.  The LURC deposited $152 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana.  As approved by the April 16, 2008 LPSC orders, Entergy Louisiana withdrew $17.8 million from the restricted escrow account and also invested this amount in affiliate securities.

    Entergy Gulf States Louisiana expects that in September 2008 the LPFA will issue $273 million in bonds under the aforementioned Act 55.  From the bond proceeds expected to be received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana is expected to invest $186 million in affiliate securities.  In addition, Entergy Gulf States Louisiana expects the LURC to deposit $87 million to a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana.  As approved by the April 16, 2008 LPSC orders, it is expected that Entergy Gulf States Louisiana will withdraw $1.7 million from the restricted escrow account and will also invest this amount in affiliate securities.

    Retail Rate Proceedings

    See Note 2 to the financial statements in the Form 10-K for information regarding retail rate proceedings involving the Utility operating companies. The following are updates to the Form 10-K.

    Filings with the APSC (Entergy Arkansas)

    Ouachita Acquisition

    Entergy Arkansas filed with the APSC in September 2007 for its approval of the Ouachita plant acquisition, including full cost recovery.  The APSC Staff and the Arkansas attorney general supported Entergy Arkansas' acquisition of the plant, but oppose the sale of one-third of the capacity and energy to Entergy Gulf States Louisiana.  The industrial group AEEC opposes Entergy Arkansas' purchase of the plant.  The Arkansas attorney general opposes recovery of the non-fuel costs of the plant through a separate rider, while the APSC Staff recommended revisions to the rider. In December 2007, the APSC issued an order approving recovery through a rider of the capacity costs associated with the interim tolling agreement, which will be in effect until APSC action on the acquisition of the plant. A hearing before the APSC was held in April 2008 to address Entergy Arkansas' request for acquisition of the plant and concurrent cost recovery. In June 2008 the APSC approved Entergy Arkansas' acquisition of the Ouachita plant and approved recovery of the acquisition and ownership costs through a rate rider. The APSC also approved the planned sale of one-third of the capacity and energy to Entergy Gulf States Louisiana. The Arkansas attorney general, the AEEC, and Entergy Arkansas have

    32

     

    requested rehearing of the APSC order. Entergy Arkansas' request for rehearing concerns the 7.61% before-tax return on rate base approved by the APSC, which reflects significant sources of zero-cost capital already reflected in base rates. Entergy Arkansas had requested a 10.87% before-tax return on rate base reflecting the cost of the debt and equity capital resources available to finance the Ouachita plant acquisition.

    On March 18, 2008 the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order that approved recovery through a rider of the capacity costs associated with the interim tolling agreement. The Arkansas attorney general's and the AEEC's appeal briefs are due September 20, 2008, and the appellees' briefs, including Entergy Arkansas', are due October 20, 2008.

    Storm Cost Recovery Proposal

    In June 2008, together with other Arkansas utilities, Entergy Arkansas filed a joint application for approval of storm cost recovery accounting and a storm damage rider. To enable recovery of 2008 storm cost expenditures through the rider and storm reserve accounting, the applicants requested that the APSC establish a procedural schedule that would allow resolution of this proceeding no later than December 15, 2008.

    Filings with the LPSC

    Retail Rates - Electric

    (Entergy Louisiana)

    In May 2008, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2007 test year, seeking an $18.4 million rate increase, comprised of $12.6 million of recovery of incremental and deferred capacity costs and $5.8 million related to lost contribution to fixed costs associated with the loss of customers due to Hurricane Katrina. The filing includes two alternative versions of the calculated revenue requirement, one that reflects Entergy Louisiana's full request for recovery of the loss of fixed cost contribution and the other that reflects the anticipated rate implementation in September 2008, subject to refund, of only a portion of the full request, with the remainder deferred, until the lost fixed cost contribution issue is resolved. Under the first alternative, Entergy Louisiana's earned return on common equity was 9.44%, whereas under the other alternative, its earned return on common equity was 9.04%. The LPSC staff and intervenors issued their reports on Entergy Louisiana's filing on July 31, 2008 and, with minor exceptions, primarily raised proposed disallowance issues that were previously raised with regard to Entergy Louisiana's May 2007 filing and remain at issue in that proceeding. Entergy Louisiana disagrees with the majority of the proposed adjustments.

    In May 2007, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2006 test year, indicating a 7.6% earned return on common equity. That filing included Entergy Louisiana's request to recover $39.8 million in unrecovered fixed costs associated with the loss of customers that resulted from Hurricane Katrina, a request that was recently reduced to $31.7 million. In September 2007, Entergy Louisiana modified its formula rate plan filing to reflect its implementation of certain adjustments proposed by the LPSC Staff in its review of Entergy Louisiana's original filing with which Entergy Louisiana agreed, and to reflect its implementation of an $18.4 million annual formula rate plan increase comprised of (1) a $23.8 million increase representing 60% of Entergy Louisiana revenue deficiency, and (2) a $5.4 million decrease for reduced incremental and deferred capacity costs. The LPSC authorized Entergy Louisiana to defer for accounting purposes the difference between its $39.8 million claim, now at $31.7 million, for unrecovered fixed cost and 60% of the revenue deficiency to preserve Entergy Louisiana's right to pursue that claim in full during the formula rate plan proceeding. In October 2007, Entergy Louisiana implemented a $7.1 million formula rate plan decrease that was due primarily to the reclassification of certain franchise fees from base rates to collection via a line item on customer bills pursuant to an LPSC Order. The LPSC staff and intervenors have recommended disallowance of certain costs included in Entergy Louisiana's filing. Entergy Louisiana disagrees with the majority of the proposed disallowances and a hearing on the disputed issues is set to begin in late September 2008.

    33

     

    In May 2006, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2005 test year. Entergy Louisiana modified the filing in August 2006 to reflect a 9.45% return on equity which is within the allowed bandwidth. The modified filing includes an increase of $24.2 million for interim recovery of storm costs from Hurricanes Katrina and Rita and a $119.2 million rate increase to recover LPSC-approved incremental deferred and ongoing capacity costs. The filing requested recovery of approximately $50 million for the amortization of capacity deferrals over a three-year period, including carrying charges, and approximately $70 million for ongoing capacity costs. The increase was implemented, subject to refund, with the first billing cycle of September 2006. Entergy Louisiana subsequently updated its formula rate plan rider to reflect adjustments proposed by the LPSC Staff with which it agrees. The adjusted return on equity of 9.56% remains within the allowed bandwidth. Ongoing and deferred incremental capacity costs were reduced to $118.7 million. The updated formula rate plan rider was implemented, subject to refund, with the first billing cycle of October 2006. An uncontested stipulated settlement was filed in February 2008 that will leave the current base rates in place, and the LPSC approved the settlement in March 2008. In the settlement Entergy Louisiana agreed to credit customers $7.2 million, plus $0.7 million of interest, for customer contributions to the Central States Compact in Nebraska that was never completed and agreed to a one-time $2.6 million deduction from the deferred capacity cost balance. The credit, for which Entergy Louisiana had previously recorded a provision, was made in May 2008.

    (Entergy Gulf States Louisiana)

    In May 2008, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2007 test year. The filing reflected a 9.26% return on common equity, which is below the allowed earnings bandwidth, and indicated a $5.4 million revenue deficiency, offset by a $4.1 million decrease in required additional capacity costs. Consideration of the filing is pending, and under the formula rate plan Entergy Gulf States Louisiana would implement new rates in September 2008.

    In May 2007, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2006 test year. The filing reflected a 10.0% return on common equity, which is within the allowed earnings bandwidth, and an anticipated formula rate plan decrease of $23 million annually attributable to adjustments outside of the formula rate plan sharing mechanism related to capacity costs and the anticipated securitization of storm costs related to Hurricane Katrina and Hurricane Rita and the securitization of a storm reserve. In September 2007, Entergy Gulf States Louisiana modified the formula rate plan filing to reflect a 10.07% return on common equity, which is still within the allowed bandwidth. The modified filing also reflected implementation of a $4.1 million rate increase, subject to refund, attributable to recovery of additional LPSC-approved incremental deferred and ongoing capacity costs. The rate decrease anticipated in the original filing did not occur because of the additional capacity costs approved by the LPSC, and because securitization of storm costs associated with Hurricane Katrina and Hurricane Rita and the establishment of a storm reserve have not yet occurred. In October 2007, Entergy Gulf States Louisiana implemented a $16.4 million formula rate plan decrease that is due to the reclassification of certain franchise fees from base rates to collection via a line item on customer bills pursuant to an LPSC order. The LPSC staff issued its final report in December 2007, indicating a $1.6 million decrease in formula rate plan revenues for which interim rates were already in effect. In addition, the LPSC staff recommended that the LPSC give a one-year extension of Entergy Gulf States Louisiana's formula rate plan to synchronize with the final year of Entergy Louisiana's formula rate plan, or alternatively, to extend the formula rate plan for a longer period. Entergy Gulf States Louisiana indicated it is amenable to a one-year extension. An uncontested stipulated settlement was filed in February 2008 that will leave the current base rates in place and extend the formula rate plan for one year, and the LPSC approved the settlement in March 2008.

    Retail Rates - Gas (Entergy Gulf States Louisiana)

    In January 2008, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ending September 30, 2007.  The filing showed a revenue deficiency of $3.7 million based on a return on common equity mid-point of 10.5%. Entergy Gulf States Louisiana implemented a $3.4 million rate increase in April 2008 pursuant to an uncontested agreement with the LPSC staff.

    34

     

    Filings with the PUCT and Texas Cities

    Entergy Texas made a rate filing in September 2007 with the PUCT requesting an annual rate increase totaling $107.5 million, including a base rate increase of $64.3 million and riders totaling $43.2 million. The base rate increase includes a $12.2 million annual increase for the storm damage reserve. Entergy Texas requested an 11% return on common equity. In December 2007 the PUCT issued an order setting September 26, 2008 as the effective date for the rate change from the rate filing. In May 2008, Entergy Texas and certain parties in the rate case filed a non-unanimous settlement that provides for a $42.5 million base rate increase beginning in October 2008 and an additional $17 million base rate increase beginning in October 2009. The non-unanimous settlement also provides that $25 million of System Agreement rough production cost equalization payments will offset the effect on customers of the rate increase. The non-unanimous settlement further provides that an additional $17 million on an annual basis of System Agreement rough production cost equalization payments will be retained by Entergy Texas from January 2009 through September 2009. The non-unanimous settlement also resolves the fuel reconciliation portion of the proceeding with a $4.5 million disallowance. The PUCT staff, the Texas Industrial Energy Consumers (TIEC), and the state of Texas did not join in the settlement and filed a separate agreement among them that provides for a rate decrease, later revised to a slight increase, and a $4.7 million fuel cost disallowance. In May 2008 the ALJs issued an order stating that the proceeding will continue with Entergy Texas having the burden of proof to show that the non-unanimous settlement results in reasonable rates. The hearing on the merits of the non-unanimous settlement was held from June 23 through July 2, 2008, and post-hearing briefing by the parties is ongoing.

    Filings with the MPSC

    In March 2008, Entergy Mississippi made its annual scheduled formula rate plan filing for the 2007 test year with the MPSC.  The filing showed that a $10.1 million increase in annual electric revenues is warranted. In June 2008, Entergy Mississippi reached a settlement with the Mississippi Public Utilities Staff that results in a $3.8 million rate increase. An MPSC decision on the settlement is pending.

    Filings with the New Orleans City Council

    Retail Rates

    In January 2008, Entergy New Orleans voluntarily implemented a 6.15% base rate credit (the recovery credit) for electric customers, which Entergy New Orleans estimates will return approximately $10.6 million to electric customers in 2008. Entergy New Orleans was able to implement this credit because during 2007 the recovery of New Orleans after Hurricane Katrina was occurring faster than expected in 2006 projections. In addition, Entergy New Orleans committed to set aside $2.5 million for an energy efficiency program focused on community education and outreach and weatherization of homes.

    On July 31, 2008, Entergy New Orleans filed an electric and gas base rate case with the City Council. The filing requests an 11.75% return on common equity. The filing calls for a $23.0 million decrease in electric base rates, which includes keeping the recovery credit in effect, as well as realigning approximately $12.3 million of capacity costs from recovery through the fuel adjustment clause to electric base rates. The filing also calls for a $9.1 million increase in gas base rates to fund on-going operations. This request is unrelated to the on-going rebuild of Entergy New Orleans' natural gas system. The procedural schedule calls for a hearing on the filing to commence on January 5, 2009, with certification of the evidentiary record by a hearing officer on or before February 28, 2009.

    Fuel Adjustment Clause Litigation

    See Note 2 to the financial statements in the Form 10-K for a discussion of the complaint filed in April 1999 by a group of ratepayers against Entergy New Orleans, Entergy Corporation, Entergy Services, and Entergy Power in state court in Orleans Parish purportedly on behalf of all Entergy New Orleans ratepayers and a corresponding complaint filed with the City Council. In February 2004, the City Council approved a resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. In May 2005 the Civil District Court

    35

     

    for the Parish of Orleans affirmed the City Council resolution, finding no support for the plaintiffs' claim that the refund amount should be higher. In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal. On February 25, 2008, the Fourth Circuit Court of Appeal issued a decision affirming in part, and reversing in part, the Civil District Court's decision.  Although the Fourth Circuit Court of Appeal did not reverse any of the substantive findings and conclusions of the City Council or the Civil District Court, the Fourth Circuit found that the amount of the refund was arbitrary and capricious and increased the amount of the refund to $34.3 million.  Entergy New Orleans believes that the increase in the refund ordered by the Fourth Circuit is not justified. Entergy New Orleans, the City Council, and the plaintiffs requested rehearing, and in April 2008, the Fourth Circuit granted the plaintiffs' request for rehearing. In addition to changing the basis for the court's decision in the manner requested by the plaintiffs, the court also granted the plaintiffs' request that it provide for interest on the refund amount. The court denied the motions for rehearing filed by the City Council and Entergy New Orleans. In May 2008, Entergy New Orleans and the City Council filed with the Louisiana Supreme Court applications for a writ of certiorari seeking, among other things, reversal of the Fourth Circuit decision.

    System Energy Rate Proceeding

    In March 2008, the LPSC filed a complaint at the FERC under Federal Power Act section 206 against System Energy and Entergy Services. The complaint requests that the FERC set System Energy's rate of return on common equity at no more than 9.75%. The LPSC's complaint further requests that System Energy base its decommissioning and depreciation expenses on a 60-year useful life for Grand Gulf as opposed to the 40-year life specified in the existing NRC operating license. The APSC, the City of New Orleans, the MPSC, and other parties have intervened in the proceeding. System Energy filed its answer to the complaint in April 2008, in which it denies the allegations of the LPSC and requests that the FERC dismiss the complaint without a hearing. On July 1, 2008, the FERC issued an order denying the relief requested by the LPSC.

    Electric Industry Restructuring in Texas

    Refer to Note 2 to the financial statements in the Form 10-K and Entergy Texas Form 10 for a discussion of electric industry restructuring activity that involves Entergy Texas.

     

    NOTE 3. COMMON EQUITY

    Common Stock

    Earnings per Share

    The following tables present Entergy's basic and diluted earnings per share calculations included on the consolidated income statement:

       

    For the Three Months Ended June 30,

       

    2008

     

    2007

       

    (In Millions, Except Per Share Data)

       

     

     

    $/share

     

     

     

    $/share

    Consolidated net income

     

    $271.9

     

     

     

    $267.6

       

     

                   

    Average number of common shares
    outstanding - basic

     


    191.3

     


    $1.42 

     


    197.0

     


    $1.36 

    Average dilutive effect of:

                   

     

    Stock Options

     

    5.0

     

    (0.036)

     

    5.1

     

    (0.034)

     

    Equity Units

     

    1.6

     

    (0.011)

     

    1.2

     

    (0.008)

     

    Deferred Units

     

     

    (0.000)

     

    0.1

     

    (0.001)

    Average number of common shares
    outstanding - diluted

     


    197.9

     


    $1.37 

     


    203.4

     


    $1.32 

                     

     

    36

     

     

     

    For the Six Months Ended June 30,

     

     

    2008

     

    2007

     

     

    (In Millions, Except Per Share Data)

     

     

     

     

    $/share

     

     

     

    $/share

    Consolidated net income

     

    $580.6

     

     

     

    $479.8

     

     

     

     

     

     

     

     

     

     

     

    Average number of common shares
    outstanding - basic

     


    192.0

     


    $3.02 

     


    198.8

     


    $2.41 

    Average dilutive effect of:

                   
     

    Stock Options

     

    4.8

     

    (0.073)

     

    5.0

     

    (0.059)

     

    Equity Units

     

    1.3

     

    (0.021)

     

    0.9

     

    (0.011)

     

    Deferred Units

     

     

    (0.001)

     

    0.1

     

    (0.001)

    Average number of common shares
    outstanding - diluted

     


    198.1

     


    $2.93 

     


    204.8

     


    $2.34 

     

     

     

     

     

     

     

     

     

    Entergy's stock option and other equity compensation plans are discussed in Note 12 to the consolidated financial statements in the Form 10-K.

    Treasury Stock

    During the six months ended June 30, 2008, Entergy Corporation issued 687,693 shares of its previously repurchased common stock to satisfy stock option exercises and other stock-based awards. Also, during the six months ended June 30, 2008, Entergy Corporation purchased 3,267,299 shares of common stock for a total purchase price of $369.6 million.

    Retained Earnings

    On July 28, 2008, Entergy Corporation's Board of Directors declared a common stock dividend of $0.75 per share, payable on September 2, 2008 to holders of record as of August 8, 2008.

    Accumulated Other Comprehensive Income (Loss)

    Based on market prices as of June 30, 2008, cash flow hedges with net unrealized losses of approximately $233.2 million net-of-tax at June 30, 2008 are expected to be reclassified from accumulated other comprehensive income to operating revenues during the next twelve months. The actual amount reclassified from accumulated other comprehensive income, however, could vary due to future changes in market prices. See Note 1 (Derivative Financial Instruments and Commodity Derivatives) and Note 16 to the financial statements in the Form 10-K for additional discussion of the accounting treatment of cash flow hedges.

     

    NOTE 4. LINES OF CREDIT, RELATED SHORT-TERM BORROWINGS, AND LONG-TERM DEBT

    Entergy Corporation has in place a credit facility that expires in August 2012 and has a borrowing capacity of $3.5 billion. Entergy Corporation also has the ability to issue letters of credit against the total borrowing capacity of the credit facility. The facility fee is currently 0.09% of the commitment amount. Facility fees and interest rates on loans under the credit facility can fluctuate depending on the senior unsecured debt ratings of Entergy Corporation. The weighted average interest rate as of June 30, 2008 was 3.002% on the drawn portion of the facility. Following is a summary of the borrowings outstanding and capacity available under the facility as of June 30, 2008.

    37

     


    Capacity

     


    Borrowings

     

    Letters
    of Credit

     

    Capacity
    Available

    (In Millions)

                 

    $3,500 

     

    $2,772 

     

    $72 

     

    $656

    Entergy Corporation's facility requires it to maintain a consolidated debt ratio of 65% or less of its total capitalization. If Entergy fails to meet this ratio, or if Entergy or one of the Utility operating companies (except Entergy New Orleans) defaults on other indebtedness or is in bankruptcy or insolvency proceedings, an acceleration of the facility maturity date may occur.

    Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, and Entergy Texas each had credit facilities available as of June 30, 2008 as follows:


    Company

     


    Expiration Date

     

    Amount of
    Facility

     


    Interest Rate (a)

     

    Amount Drawn as of June 30, 2008

     

     

     

     

     

     

         

    Entergy Arkansas

     

    April 2009

     

    $100 million (b)

     

    4.50%

     

    $100 million

    Entergy Gulf States Louisiana

     

    August 2012

     

    $100 million (c)

     

    5.00%

     

    $30 million

    Entergy Louisiana

     

    August 2012

     

    $200 million (d)

     

    2.91%

     

    $200 million

    Entergy Mississippi

     

    May 2009

     

    $30 million (e)

     

    3.926%

     

    $30 million

    Entergy Mississippi

     

    May 2009

     

    $20 million (e)

     

    3.926%

     

    $20 million

    Entergy Texas

     

    August 2012

     

    $100 million (f)

     

    2.9075%

     

    -

    (a)

    The interest rate is the weighted average interest rate as of June 30, 2008 applied or that would be applied to the outstanding borrowings under the facility.

    (b)

    The credit facility requires Entergy Arkansas to maintain a debt ratio of 65% or less of its total capitalization.

    (c)

    The credit facility allows Entergy Gulf States Louisiana to issue letters of credit against the borrowing capacity of the facility. As of June 30, 2008, no letters of credit were outstanding. The credit facility requires Entergy Gulf States Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization. Pursuant to the terms of the credit agreement, the amount of debt assumed by Entergy Texas ($930 million as of June 30, 2008 and $1.079 billion as of December 31, 2007) is excluded from debt and capitalization in calculating the debt ratio.

    (d)

    The credit facility allows Entergy Louisiana to issue letters of credit against the borrowing capacity of the facility. As of June 30, 2008, no letters of credit were outstanding. The credit facility requires Entergy Louisiana to maintain a consolidated debt ratio of 65% or less of its total capitalization.

    (e)

    Borrowings under the Entergy Mississippi credit facilities may be secured by a security interest in its accounts receivable.

    (f)

    The credit facility allows Entergy Texas to issue letters of credit against the borrowing capacity of the facility. As of June 30, 2008, no letters of credit were outstanding. The credit facility requires Entergy Texas to maintain a consolidated debt ratio of 65% or less of its total capitalization. Pursuant to the terms of the credit agreement, the transition bonds issued by Entergy Gulf States Reconstruction Funding I, LLC, a subsidiary of Entergy Texas, are excluded from debt and capitalization in calculating the debt ratio.

    The facility fees on the credit facilities range from 0.09% to 0.15% of the commitment amount.

    The short-term borrowings of the Registrant Subsidiaries and certain other Entergy subsidiaries are limited to amounts authorized by the FERC. The current FERC-authorized limits are effective through March 31, 2010 (except Entergy Gulf States Louisiana and Entergy Texas, which are effective through November 8, 2009). In addition to borrowings from commercial banks, these companies are authorized under a FERC order to borrow from the Entergy System money pool. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' dependence on external short-term borrowings. Borrowings from the money pool and external borrowings combined may not exceed the FERC authorized limits. As of June 30, 2008, Entergy's subsidiaries' aggregate money pool and external short-term borrowings authorized limit was $2.1

     

    38

     

    billion, the aggregate outstanding borrowing from the money pool was $403 million, and Entergy's subsidiaries' had $380 million in outstanding short-term borrowing from external sources.

    The following are the FERC-authorized limits for short-term borrowings and the outstanding short-term borrowings for the Registrant Subsidiaries as of June 30, 2008:

     

     

    Authorized

     

    Borrowings

     

     

    (In Millions)

     

     

     

     

     

    Entergy Arkansas

     

    $250

     

    $125.5

    Entergy Gulf States Louisiana

     

    $200

     

             -

    Entergy Louisiana

     

    $250

     

     $52.4

    Entergy Mississippi

     

    $175

     

     $50.0

    Entergy New Orleans

     

    $100

     

            -

    Entergy Texas

     

    $200

     

            -

    System Energy

     

    $200

     

            -

    Debt Issuances and Redemptions

    (Entergy Arkansas)

    In July 2008, Entergy Arkansas issued $300 million of 5.4% Series First Mortgage Bonds due August 2013. Entergy Arkansas intends to use the proceeds to fund the purchase of, and improvements relating to, the Ouachita power plant and for general corporate purposes. Pending the application of the net proceeds, Entergy Arkansas intends to use the proceeds for working capital purposes, including repayment of short-term debt, and it may invest them in temporary cash investments or the Entergy System money pool.

    (Entergy Gulf States Louisiana)

    In May 2008, Entergy Gulf States Louisiana issued $375 million of 6.00% Series First Mortgage Bonds due May 2018. The proceeds were used to pay at maturity the portion of the $325 million of the 3.6% Series First Mortgage Bonds due June 2008 that had not been assumed by Entergy Texas and to redeem, prior to maturity, $189.7 million of the $350 million Floating Rate series of First Mortgage Bonds due December 2008, and for other general corporate purposes.

    The portion of the $325 million of 3.6% Series First Mortgage Bonds due June 2008 that had been assumed by Entergy Texas was paid at maturity by Entergy Texas in June 2008, and that bond series is no longer outstanding. The remainder of the $350 million Floating Rate series of First Mortgage Bonds due December 2008 had been assumed by Entergy Texas, and management expects Entergy Texas to redeem those bonds by their maturity date.

    (Entergy Louisiana)

    In April 2008, Entergy Louisiana repurchased, prior to maturity, $60 million of Auction Rate governmental bonds, which are being held for possible remarketing at a later date.

    (Entergy Mississippi)

    In April 2008, Entergy Mississippi repurchased its $30 million series of Independence County Pollution Control Revenue Bonds due July 2022. At the time of repurchase, the bonds were converted from an Auction Rate mode to a Daily Mode. In June 2008, Entergy Mississippi remarketed the series and converted the bonds to a Multi-Annual Mode and fixed the rate to maturity at 4.90%. Entergy Mississippi used the proceeds from the remarketing to repay short-term borrowings that were drawn on its credit facilities to repurchase the bonds in April 2008.

    39

    (Entergy New Orleans)

    On August 1, 2008, Entergy New Orleans paid, at maturity, its $30 million of 3.875% Series first mortgage bonds.

    Tax Exempt Bond Audit

    The IRS completed an audit of certain Tax Exempt Bonds (Bonds) issued by St. Charles Parish, State of Louisiana (the Issuer). The Bonds were issued to finance previously unfinanced acquisition costs expended by Entergy Louisiana to acquire certain radioactive solid waste disposal facilities (the Facilities) at the Waterford Steam Electric Generating Station. In March and April 2005, the IRS issued proposed adverse determinations that the Issuer's 7.0% Series bonds due 2022, 7.5% Series bonds due 2021, and 7.05% Series bonds due 2022 were not tax exempt. The stated basis for these determinations was that radioactive waste did not constitute "solid waste" within the provisions of the Internal Revenue Code and therefore the Facilities did not qualify as solid waste disposal facilities. The three series of Bonds are the only series of bonds issued by the Issuer for the benefit of Entergy Louisiana that were the subject of audits by the IRS. Because the Issuer, Entergy Louisiana, and IRS Office of Appeals desired to settle the issue that was raised, Entergy Louisiana made a $1.25 million payment to the IRS. The terms of the settlement have no effect on the Issuer or the bondholders.

     

    NOTE 5. STOCK-BASED COMPENSATION

    Entergy grants stock options, which are described more fully in Note 12 to the consolidated financial statements in the Form 10-K. Entergy adopted SFAS 123R, "Share-Based Payment" on January 1, 2006. The adoption of the standard did not materially affect Entergy's financial position, results of operations, or cash flows because Entergy adopted the fair value based method of accounting for stock options prescribed by SFAS 123, "Accounting for Stock-Based Compensation" on January 1, 2003. Prior to 2003, Entergy applied the recognition and measurement principles of APB Opinion 25, "Accounting for Stock Issued to Employees," and related Interpretations in accounting for those plans. Awards under Entergy's plans generally vest over three years.

    The following table includes financial information for stock options for the second quarter and six months ended June 30 for each of the years presented:

     

    2008

     

    2007

     

    (In Millions)

    Compensation expense included in Entergy's Net Income for the second quarter

    $4.7

     

    $3.9

    Tax benefit recognized in Entergy's Net Income for the second quarter

    $1.8

     

    $1.5

           

    Compensation expense included in Entergy's Net Income for the six months ended June 30,

    $9.1

     

    $7.1

    Tax benefit recognized in Entergy's Net Income for the six months ended June 30,

    $3.5

     

    $2.7

    Compensation cost capitalized as part of fixed assets and inventory

    $1.7

     

    $1.2

    Entergy granted 1,617,400 stock options during the first quarter 2008 with a weighted-average fair value of $14.43. At June 30, 2008, there were 11,464,959 stock options outstanding with a weighted-average exercise price of $65.49. The aggregate intrinsic value of the stock options outstanding was $631 million.

    40

     

    NOTE 6. RETIREMENT AND OTHER POSTRETIREMENT BENEFITS

    Components of Net Pension Cost

    Entergy's qualified pension cost, including amounts capitalized, for the second quarters of 2008 and 2007, included the following components:

     

     

    2008

     

    2007

     

     

    (In Thousands)

     

     

     

     

     

    Service cost - benefits earned during the period

     

    $22,598 

     

    $24,141 

    Interest cost on projected benefit obligation

     

    51,646 

     

    46,292 

    Expected return on assets

     

    (57,640)

     

    (50,880)

    Amortization of prior service cost

     

    1,266 

     

    1,383 

    Amortization of loss

     

    6,482 

     

    11,444 

    Net pension costs

     

    $24,352 

     

    $32,380 

    Entergy's qualified pension cost, including amounts capitalized, for the six months ended June 30, 2008 and 2007, included the following components:

     

     

    2008

     

    2007

     

     

    (In Thousands)

     

     

     

     

     

    Service cost - benefits earned during the period

     

    $45,196 

     

    $48,038 

    Interest cost on projected benefit obligation

     

    103,293 

     

    92,154 

    Expected return on assets

     

    (115,279)

     

    (101,506)

    Amortization of prior service cost

     

    2,532 

     

    2,766 

    Amortization of loss

     

    13,416 

     

    22,888 

    Net pension costs

     

    $49,158 

     

    $64,340 

    The Registrant Subsidiaries' qualified pension cost, including amounts capitalized, for the second quarters of 2008 and 2007, included the following components:

    Entergy

     

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

    System

    2008

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    New Orleans

     

    Texas

    Energy

    (In Thousands)

    Service cost - benefits earned

     

     

     

     

     

     

     

     

     

     

     

     

      during the period

     

    $3,584 

     

    $1,841 

     

    $2,058 

     

    $1,063 

     

    $445 

     

    $968 

    $930 

    Interest cost on projected

     

     

     

     

     

     

     

     

     

     

     

     

     

      benefit obligation

     

    11,616 

     

    5,047 

     

    6,784 

     

    3,627 

     

    1,415 

     

    3,882 

    1,937 

    Expected return on assets

     

    (11,765)

     

    (7,165)

     

    (8,134)

     

    (4,075)

     

    (1,839)

     

    (5,047)

    (2,452)

    Amortization of prior service

     

      cost

    223 

     

    110 

     

    119 

     

    90 

     

    52 

     

    80 

    Amortization of loss

     

    2,303 

     

    115 

     

    920 

     

    485 

     

    319 

     

    156 

    90 

    Net pension cost/(income)

     

    $5,961 

     

    ($52)

     

    $1,747 

     

    $1,190 

     

    $392 

     

    $39 

    $514 

    41

     

    Entergy

     

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

    System

    2007

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    New Orleans

     

    Texas

    Energy

    (In Thousands)

    Service cost - benefits earned

     

     

     

     

     

     

     

     

     

     

     

     

      during the period

     

    $3,638 

     

    $3,011 

     

    $2,231 

     

    $1,089 

     

    $470 

     

    $1,012 

    $1,021 

    Interest cost on projected

     

     

     

     

     

     

     

     

     

     

     

     

     

      benefit obligation

     

    10,498 

     

    8,139 

     

    6,251 

     

    3,371 

     

    1,260 

     

    3,439 

    1,710 

    Expected return on assets

     

    (11,009)

     

    (10,750)

     

    (7,808)

     

    (3,837)

     

    (1,446)

     

    (4,536)

    (2,136)

    Amortization of prior service

     

      cost

    412 

     

    304 

     

    160 

     

    114 

     

    44 

     

    133 

    12 

    Amortization of loss

     

    2,721 

     

    623 

     

    1,433 

     

    749 

     

    368 

     

    262 

    151 

    Net pension cost

     

    $6,260 

     

    $1,327 

     

    $2,267 

     

    $1,486 

     

    $696 

     

    $310 

    $758 

    The Registrant Subsidiaries' qualified pension cost, including amounts capitalized, for the six months ended June 30, 2008 and 2007, included the following components:

    Entergy

     

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

    System

    2008

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    New Orleans

     

    Texas

    Energy

    (In Thousands)

    Service cost - benefits earned

     

     

     

     

     

     

     

     

     

     

     

     

      during the period

     

    $7,168 

     

    $3,682 

     

    $4,116 

     

    $2,126 

     

    $890 

     

    $1,936 

    $1,860 

    Interest cost on projected

     

     

     

     

     

     

     

     

     

     

     

     

     

      benefit obligation

     

    23,232 

     

    10,094 

     

    13,568 

     

    7,254 

     

    2,830 

     

    7,764 

    3,874 

    Expected return on assets

     

    (23,530)

     

    (14,330)

     

    (16,268)

     

    (8,150)

     

    (3,678)

     

    (10,094)

    (4,904)

    Amortization of prior service

     

      cost

    446 

     

    220 

     

    238 

     

    180 

     

    104 

     

    160 

    18 

    Amortization of loss

     

    4,606 

     

    230 

     

    1,840 

     

    970 

     

    638 

     

    312 

    180 

    Net pension cost/(income)

     

    $11,922 

     

    ($104)

     

    $3,494 

     

    $2,380 

     

    $784 

     

    $78 

    $1,028 

     

    Entergy

     

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

    System

    2007

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    New Orleans

     

    Texas

    Energy

    (In Thousands)

    Service cost - benefits earned

     

     

     

     

     

     

     

     

     

     

     

     

      during the period

     

    $7,276 

     

    $6,022 

     

    $4,462 

     

    $2,178 

     

    $940 

     

    $2,024 

    $2,042 

    Interest cost on projected

     

     

     

     

     

     

     

     

     

     

     

     

     

      benefit obligation

     

    20,996 

     

    16,278 

     

    12,502 

     

    6,742 

     

    2,520 

     

    6,878 

    3,420 

    Expected return on assets

     

    (22,018)

     

    (21,500)

     

    (15,616)

     

    (7,674)

     

    (2,892)

     

    (9,072)

    (4,272)

    Amortization of prior service

     

      cost

    824 

     

    608 

     

    320 

     

    228 

     

    88 

     

    266 

    24 

    Amortization of loss

     

    5,442 

     

    1,246 

     

    2,866 

     

    1,498 

     

    736 

     

    524 

    302 

    Net pension cost

     

    $12,520 

     

    $2,654 

     

    $4,534 

     

    $2,972 

     

    $1,392 

     

    $620 

    $1,516 

    42

     

    Entergy recognized $4.3 million and $4.0 million in pension cost for its non-qualified pension plans in the second quarters of 2008 and 2007, respectively. Entergy recognized $8.5 million and $8.0 million in pension cost for its non-qualified pension plans for the six months ended June 30, 2008 and 2007, respectively.

    The Registrant Subsidiaries recognized the following pension cost for their non-qualified pension plans in the second quarters of 2008 and 2007:

    Entergy

     

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    Entergy

    Entergy

     

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    New Orleans

    Texas

    (In Thousands)

    Non-Qualified Pension Cost
      Second Quarter 2008

     

    $133 

     

    $78 

     

    $7 

     

    $54 

     

    $12 

    $227 

    Non-Qualified Pension Cost
      Second Quarter 2007

     

    $123 

     

    $317 

     

    $6 

     

    $44 

     

    $57 

    $231 

    The Registrant Subsidiaries recognized the following pension cost for their non-qualified pension plans for the six months ended June 30, 2008 and 2007:

    Entergy

     

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    Entergy

    Entergy

     

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    New Orleans

    Texas

    (In Thousands)

    Non-Qualified Pension Cost Six
      Months Ended June 30, 2008

     

    $266 

     

    $156 

     

    $14 

     

    $108 

     

    $24 

    $454 

    Non-Qualified Pension Cost Six
      Months Ended June 30, 2007

     

    $246 

     

    $634 

     

    $12 

     

    $88 

     

    $114 

    $462 

    Components of Net Other Postretirement Benefit Cost

    Entergy's other postretirement benefit cost, including amounts capitalized, for the second quarters of 2008 and 2007, included the following components:

     

     

    2008

     

    2007

     

     

    (In Thousands)

     

     

     

     

     

    Service cost - benefits earned during the period

     

    $11,800 

     

    $11,034 

    Interest cost on APBO

     

    17,824 

     

    15,808 

    Expected return on assets

     

    (7,027)

     

    (6,325)

    Amortization of transition obligation

     

    957 

     

    958 

    Amortization of prior service cost

     

    (4,104)

     

    (3,959)

    Amortization of loss

     

    3,890 

     

    4,743 

    Net other postretirement benefit cost

     

    $23,340 

     

    $22,259 

    43

    Entergy's other postretirement benefit cost, including amounts capitalized, for the six months ended June 30, 2008 and 2007, included the following components:

     

     

    2008

     

    2007

     

     

    (In Thousands)

     

     

     

     

     

    Service cost - benefits earned during the period

     

    $23,600 

     

    $21,927 

    Interest cost on APBO

     

    35,648 

     

    31,494 

    Expected return on assets

     

    (14,054)

     

    (12,585)

    Amortization of transition obligation

     

    1,914 

     

    1,916 

    Amortization of prior service cost

     

    (8,208)

     

    (7,918)

    Amortization of loss

     

    7,780 

     

    9,486 

    Net other postretirement benefit cost

     

    $46,680 

     

    $44,320 

    The Registrant Subsidiaries' other postretirement benefit cost, including amounts capitalized, for the second quarters of 2008 and 2007, included the following components:

    Entergy

     

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

    System

    2008

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    New Orleans

     

    Texas

    Energy

    (In Thousands)

    Service cost - benefits earned

     

     

     

     

     

     

     

     

     

     

     

     

      during the period

     

    $1,706 

     

    $1,251 

     

    $1,099 

     

    $514 

     

    $295 

     

    $606 

    $513 

    Interest cost on APBO

     

    3,443 

     

    1,917 

     

    2,187 

     

    1,141 

     

    953 

     

    1,440 

    531 

    Expected return on assets

     

    (2,492)

     

     

     

    (905)

     

    (789)

     

    (1,885)

    (511)

    Amortization of transition

     

      obligation

    205 

     

    84 

     

    96 

     

    88 

     

    415 

     

    66 

    Amortization of prior service

     

      cost

    (197)

     

    146 

     

    117 

     

    (62)

     

    90 

     

    72 

    (283)

    Amortization of loss

    1,440 

     

    494 

     

    677 

     

    534 

     

    291 

     

    357 

    177 

    Net other postretirement
      benefit cost

     

    $4,105 

     

    $3,892 

     

    $4,176 

     

    $1,310 

     

    $1,255 

     

    $656 

    $429 

     

     

    Entergy

     

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

    System

    2007

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    New Orleans

     

    Texas

    Energy

    (In Thousands)

    Service cost - benefits earned

     

     

     

     

     

     

     

     

     

     

     

     

      during the period

     

    $1,525 

     

    $1,547 

     

    $973 

     

    $476 

     

    $255 

     

    $500 

    $451 

    Interest cost on APBO

     

    3,037 

     

    2,876 

     

    1,941 

     

    1,049 

     

    870 

     

    1,260 

    433 

    Expected return on assets

     

    (2,231)

     

    (1,697)

     

     

    (819)

     

    (682)

     

    (1,697)

    (470)

    Amortization of transition

     

      obligation

    205 

     

    151 

     

    96 

     

    88 

     

    416 

     

    67 

    Amortization of prior service

     

      cost

    (197)

     

    218 

     

    117 

     

    (62)

     

    90 

     

    72 

    (283)

    Amortization of loss

    1,500 

     

    793 

     

    764 

     

    613 

     

    282 

     

    349 

    149 

    Net other postretirement
      benefit cost

     

    $3,839 

     

    $3,888 

     

    $3,891 

     

    $1,345 

     

    $1,231 

     

    $551 

    $282 

     

    44

     

    The Registrant Subsidiaries' other postretirement benefit cost, including amounts capitalized, for the six months ended June 30, 2008 and 2007, included the following components:

    Entergy

     

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

    System

    2008

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    New Orleans

     

    Texas

    Energy

    (In Thousands)

    Service cost - benefits earned

     

     

     

     

     

     

     

     

     

     

     

     

    during the period

     

    $3,412 

     

    $2,502 

     

    $2,198 

     

    $1,028 

     

    $590 

     

    $1,212 

    $1,026 

    Interest cost on APBO

     

    6,886 

     

    3,834 

     

    4,374 

     

    2,282 

     

    1,906 

     

    2,880 

    1,062 

    Expected return on assets

     

    (4,984)

     

     

     

    (1,810)

     

    (1,578)

     

    (3,770)

    (1,022)

    Amortization of transition

     

    obligation

    410 

     

    168 

     

    192 

     

    176 

     

    830 

     

    132 

    Amortization of prior service

     

    cost

    (394)

     

    292 

     

    234 

     

    (124)

     

    180 

     

    144 

    (566)

    Amortization of loss

    2,880 

     

    988 

     

    1,354 

     

    1,068 

     

    582 

     

    714 

    354 

    Net other postretirement
      benefit cost

     

    $82,10 

     

    $7,784 

     

    $8,352 

     

    $2,620 

     

    $2,510 

     

    $1,312 

    $858 

    Entergy

     

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

    System

    2007

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    New Orleans

     

    Texas

    Energy

    (In Thousands)

    Service cost - benefits earned

     

     

     

     

     

     

     

     

     

     

     

     

    during the period

     

    $3,050 

     

    $3,094 

     

    $1,946 

     

    $952 

     

    $510 

     

    $1,000 

    $902 

    Interest cost on APBO

     

    6,074 

     

    5,752 

     

    3,882 

     

    2,098 

     

    1,740 

     

    2,520 

    866 

    Expected return on assets

     

    (4,462)

     

    (3,394)

     

     

    (1,638)

     

    (1,364)

     

    (3,394)

    (940)

    Amortization of transition

     

    obligation

    410 

     

    302 

     

    192 

     

    176 

     

    832 

     

    134 

    Amortization of prior service

     

    cost

    (394)

     

    436 

     

    234 

     

    (124)

     

    180 

     

    144 

    (566)

    Amortization of loss

    3,000 

     

    1,586 

     

    1,528 

     

    1,226 

     

    564 

     

    698 

    298 

    Net other postretirement
      benefit cost

     

    $7,678 

     

    $7,776 

     

    $7,782 

     

    $2,690 

     

    $2,462 

     

    $1,102 

    $564 

    Employer Contributions

    Based on current assumptions, Entergy expects to contribute $268 million to its qualified pension plans in 2008. As of the end of July 2008, Entergy had contributed $164 million to its pension plans. Therefore, Entergy presently anticipates contributing an additional $104 million to fund its qualified pension plans in 2008.

    45

    Based on current assumptions, the Registrant Subsidiaries expect to contribute the following to qualified pension plans in 2008:

    Entergy

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    Entergy

     

    Entergy

    System

     

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    New Orleans

     

    Texas

    Energy

    (In Thousands)

    Expected 2008 pension
      contributions

     


    $70,863

     


    $27,143

     


    $ -

     


    $19,182

     


    $ -

     


    $14,960


    $144

    Pension contributions made
      through July 2008

     

    $21,420

     

    $21,324

     


    $ -

     

    $5,798

     


    $ -

     


    $11,752


    $88

    Remaining estimated pension
      contributions to be made in 2008

     

    $49,443

     

    $5,819

     


    $ -

     

    $13,384

     


    $ -

     


    $3,208


    $56

    Medicare Prescription Drug, Improvement and Modernization Act of 2003 (Medicare Act)

    Based on actuarial analysis, the estimated effect of future Medicare subsidies reduced the December 31, 2007 Accumulated Postretirement Benefit Obligation (APBO) by $182 million, and reduced the second quarter 2008 and 2007 other postretirement benefit cost by $6.2 million and $6.6 million, respectively. It reduced the six months ended June 30, 2008 and 2007 other postretirement benefit cost by $12.4 million and $13.2 million, respectively.

    Based on actuarial analysis, the estimated effect of future Medicare subsidies reduced the December 31, 2007 APBO, the second quarters 2008 and 2007 other postretirement benefit cost and the six months ended June 30, 2008 and 2007 other postretirement benefit cost for the Registrant Subsidiaries as follows:

    Entergy

    Entergy

     

     

    Entergy

     

    Gulf States

     

    Entergy

     

    Entergy

     

    New

     

    Entergy

    System

     

     

    Arkansas

     

    Louisiana

     

    Louisiana

     

    Mississippi

     

    Orleans

     

    Texas

    Energy

    (In Thousands)

    Reduction in 12/31/2007 APBO

     

    ($39,653)

     

    ($19,662)

     

    ($21,797)

     

    ($13,223)

     

    ($9,487)

     

    ($15,270)

    ($6,185)

    Reduction in second quarter 2008

     

     

     

     

     

     

     

     

     

     

     

     

     

      other postretirement benefit cost

     

    ($1,266)

     

    ($876)

     

    ($706)

     

    ($406)

     

    ($279)

     

    ($263)

    ($236)

    Reduction in second quarter 2007

     

     

     

     

     

     

     

     

     

     

     

     

     

      other postretirement benefit cost

     

    ($1,376)

     

    ($1,222)

     

    ($762)

     

    ($438)

     

    ($311)

     

    ($172)

    ($246)

    Reduction in six months ended

     

     

     

     

     

      June 30, 2008 other

      postretirement benefit cost

    ($2,532)

     

    ($1,752)

     

    ($1,412)

     

    ($812)

     

    ($558)

     

    ($526)

    ($472)

    Reduction in six months ended

     

     

     

     

     

      June 30, 2007 other

      postretirement benefit cost

    ($2,752)

     

    ($2,444)

     

    ($1,524)

     

    ($876)

     

    ($622)

     

    ($344)

    ($492)

    For further information on the Medicare Act refer to Note 11 to the financial statements in the Form 10-K.

     

    NOTE 7. BUSINESS SEGMENT INFORMATION

    Entergy Corporation

    Entergy's reportable segments as of June 30, 2008 are Utility and Non-Utility Nuclear. Utility generates, transmits, distributes, and sells electric power in portions of Arkansas, Louisiana, Mississippi, and Texas, and provides natural gas utility service in portions of Louisiana. Non-Utility Nuclear owns and operates six nuclear power plants and is primarily focused on selling electric power produced by those plants to wholesale

    46

     

    customers. "All Other" includes the parent company, Entergy Corporation, and other business activity, including the non-nuclear wholesale assets business and earnings on the proceeds of sales of previously-owned businesses.

    Entergy's segment financial information for the second quarters of 2008 and 2007 is as follows:

     



    Utility

     


    Non-Utility
    Nuclear*

     



    All Other*

     



    Eliminations

     



    Consolidated

    (In Thousands)

    2008

     

     

     

     

     

     

     

     

     

    Operating Revenues

    $2,579,303

     

    $609,730

     

    $82,088 

     

    ($6,850)

     

    $3,264,271 

    Equity in earnings of

     

     

     

     

     

      unconsolidated equity affiliates

    $-

     

    $-

     

    ($2,572)

     

    $- 

     

    ($2,572)

    Income Taxes (Benefit)

    $112,421

     

    $83,902

     

    ($13,311)

     

    $- 

     

    $183,012 

    Net Income

    $159,714

     

    $143,616

     

    ($32,376)

     

    $- 

     

    $270,954 

     

     

     

     

     

     

     

    2007

     

     

     

     

     

     

     

     

     

    Operating Revenues

    $2,238,555

     

    $471,521

     

    $65,817 

     

    ($6,541)

     

    $2,769,352 

    Equity in earnings of

     

     

     

     

     

      unconsolidated equity affiliates

    $-

     

    $-

     

    $477 

     

    $- 

     

    $477 

    Income Taxes (Benefit)

    $98,460

     

    $63,929

     

    ($55,938)

     

    $- 

     

    $106,451 

    Net Income

    $148,194

     

    $108,726

     

    $10,682 

     

    $- 

     

    $267,602 

    Entergy's segment financial information for the six months ended June 30, 2008 and 2007 is as follows:



    Utility


    Non-Utility
    Nuclear*



    All Other*



    Eliminations



    Consolidated

    (In Thousands)

    2008

     

     

     

     

     

     

     

     

     

    Operating Revenues

    $4,715,633 

     

    $1,290,215

     

    $136,889 

     

    ($13,732)

     

    $6,129,005 

    Equity in earnings (loss) of

     

     

     

     

     

      unconsolidated equity affiliates

    $- 

     

    $-

     

    ($3,501)

     

    $- 

     

    ($3,501)

    Income Taxes (Benefit)

    $196,664 

     

    $208,875

     

    ($29,524)

     

    $- 

     

    $376,015 

    Net Income (Loss)

    $276,861 

     

    $365,314

     

    ($62,472)

     

    $- 

     

    $579,703 

    Total Assets

    $26,807,661 

    $7,326,735

    $1,984,560 

    ($1,425,615)

    $34,693,341 

     

     

     

     

     

     

     

    2007

     

     

     

     

     

     

     

     

     

    Operating Revenues

    $4,435,654 

     

    $929,772

     

    $110,865 

     

    ($12,880)

     

    $5,463,411 

    Equity in earnings (loss) of

     

     

     

     

     

      unconsolidated equity affiliates

    $- 

     

    $-

     

    $2,101 

     

    $- 

     

    $2,101 

    Income Taxes (Benefit)

    $179,152 

     

    $148,664

     

    ($75,299)

     

    $- 

     

    $252,517 

    Net Income (Loss)

    $252,644 

     

    $236,896

     

    ($9,743)

     

    $- 

     

    $479,797 

    Total Assets

    $26,244,883 

    $6,654,700

    $2,815,623 

    ($2,300,479)

    $33,414,727 

    Businesses marked with * are sometimes referred to as the "competitive businesses," with the exception of the parent company, Entergy Corporation. Eliminations are primarily intersegment activity. Almost all of Entergy's goodwill is related to the Utility segment.

    47

     

    Registrant Subsidiaries

    The Registrant Subsidiaries' have one reportable segment, which is an integrated utility business, except for System Energy, which is an electricity generation business. The Registrant Subsidiaries' operations are managed on an integrated basis because of the substantial effect of cost-based rates and regulatory oversight on the business process, cost structures, and operating results.

     

    NOTE 8. ACQUISITION

    Calcasieu (Entergy Gulf States Louisiana)

    In March 2008, Entergy Gulf States Louisiana purchased the Calcasieu Generating Facility, a 322 MW simple-cycle gas-fired power plant located near the city of Sulphur in southwestern Louisiana, for approximately $56.4 million from Dynegy, Inc. Entergy Gulf States Louisiana received the plant, materials and supplies, SO2 emission allowances, and related real estate in the transaction. The FERC and the LPSC approved the acquisition.

     

     

    NOTE 9. RISK MANAGEMENT AND FAIR VALUE

    Fair Values

    See Note 16 to the financial statements in the Form 10-K for a discussion of Entergy's and the Registrant Subsidiaries' exposure to market and commodity risks. See Note 17 to the financial statements in the Form 10-K for a discussion of Entergy's and the Registrant Subsidiaries' decommissioning trust funds.

    Effective January 1, 2008, Entergy and the Registrant Subsidiaries adopted Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" (SFAS 157), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. SFAS 157 generally does not require any new fair value measurements. However, in some cases, the application of SFAS 157 in the future may change Entergy's and the Registrant Subsidiaries' practice for measuring and disclosing fair values under other accounting pronouncements that require or permit fair value measurements.

    SFAS 157 defines fair value as an exit price, or the price that would be received to sell an asset or the amount that would be paid to transfer a liability in an orderly transaction between knowledgeable market participants at date of measurement. Entergy and the Registrant Subsidiaries use assumptions or market input data that market participants would use in pricing assets or liabilities at fair value. The inputs can be readily observable, corroborated by market data, or generally unobservable. Entergy and the Registrant Subsidiaries endeavor to use the best available information to determine fair value.

    SFAS 157 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy establishes the highest priority for unadjusted market quotes in an active market for the identical asset or liability and the lowest priority for unobservable inputs. The three levels of fair value hierarchy defined in SFAS 157 are as follows:

    • Level 1 - Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of individually owned common stocks and debt instruments.
       

    48

     

    • Level 2 - Level 2 inputs are inputs other than quoted prices included in level 1 that are, either directly or indirectly, observable for the asset or liability at the measurement date. Level 2 inputs include the following:
    • quoted prices for similar assets or liabilities in active markets;
    • quoted prices for identical assets or liabilities in inactive markets;
    • inputs other than quoted prices that are observable for the asset or liability; or
    • inputs that are derived principally from or corroborated by observable market data by correlation or other means.

              Level 2 consists primarily of individually owned debt instruments or shares in common trusts.

  • Level 3- Level 3 inputs are pricing inputs that are generally less observable or unobservable from objective sources. These inputs are used with internally developed methodologies to produce management's best estimate of fair value for the asset or liability. Level 3 consists primarily of derivative power contracts used as cash flow hedges of power sales at unregulated power plants.
  • The following table sets forth, by level within the fair value hierarchy established by SFAS 157, Entergy's assets and liabilities that are accounted for at fair value on a recurring basis as of June 30, 2008. The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect their placement within the fair value hierarchy levels.

       

    Level 1

     

    Level 2

     

    Level 3

     

    Total

       

    (In Millions)

    Assets:

                   

    Decommissioning trust funds

     

    $476

     

    $2,646

     

    $-

     

    $3,122

    Gas hedge contracts

     

    123

     

    -

     

    -

     

    123

       

    $599

     

    $2,646

     

    $-

     

    $3,245

                     

    Liabilities:

                   

    Power contracts

     

    $-

     

    $-

     

    $734

     

    $734

    A small portion of the assets in the decommissioning trust funds are cash and cash equivalents.

    The following table sets forth a reconciliation of changes in the liabilities for the fair value of derivatives classified as level 3 in the SFAS 157 fair value hierarchy (in millions):

       

    Second Quarter 2008

     

     Six Months Ended June 30, 2008

    Balance as of beginning of period

     

    $288 

     

    $12 

             

    Price changes

     

    480 

     

    676 

    Originated

     

     

    77 

    Settlements

     

    (37)

     

    (31)

             

    Balance as of June 30, 2008

     

    $734 

     

    $734 

    The following table sets forth, by level within the fair value hierarchy established by SFAS 157, the Registrant Subsidaries' assets that are accounted for at fair value on a recurring basis as of June 30, 2008. The assessment of the significance of a particular input to a fair value measurement requires judgment and may affect its placement within the fair value hierarchy levels.

    49

       

    Level 1

     

    Level 2

     

    Level 3

     

    Total

       

    (In Millions)

    Entergy Arkansas:

                   

    Assets:

                   

         Decommissioning trust funds

     

    $16.1

     

    $419.7

     

    $-

     

    $435.8

                     

    Entergy Gulf States Louisiana:

                   

    Assets:

                   

         Decommissioning trust funds

     

    $15.6

     

    $327.8

     

    $-

     

    $343.4

         Gas hedge contracts

     

    25.1

     

    -

     

    -

     

    25.1

       

    $40.7

     

    $327.8

     

    $-

     

    $368.5

                     

    Entergy Louisiana:

                   

    Assets:

                   

         Decommissioning trust funds

     

    $40.0

     

    $165.1

     

    $-

     

    $205.1

         Gas hedge contracts

     

    52.8

     

    -

     

    -

     

    52.8

       

    $92.8

     

    $165.1

     

    $-

     

    $257.9

                     

    Entergy Mississippi:

                   

    Assets:

                   

         Gas hedge contracts

     

    $44.8

     

    $-

     

    $-

     

    $44.8

                     

    System Energy:

                   

    Assets:

                   

         Decommissioning trust funds

     

    $42.9

     

    $259.6

     

    $-

     

    $302.5

    Other Than Temporary Impairment

    In the second quarter 2008 Non-Utility Nuclear recorded a $24.4 million charge to interest income resulting from the recognition of the other than temporary impairment of certain securities held in its decommissioning trust funds.

     

    NOTE 10. INCOME TAXES

    Income Tax Audits and Litigation

    Entergy expects to reach a final agreement with the IRS relating to the method of allocating overhead. Under this agreement Entergy will concede certain deductions that will result in an increase to taxable income for income tax purposes of $361 million for 2005 and $240 million for 2006. Because Entergy has a consolidated net operating loss carryover into these years, this concession has the effect of reducing the consolidated net operating loss carryover. Entergy's concession will not have a material effect on the Registrant Subsidiaries' net income. Of the total increase to taxable income for income tax purposes of $601 million, the taxable income for income tax purposes of the Registrant Subsidiaries will increase as follows: Entergy Arkansas, $173 million; Entergy Gulf States Louisiana, $200 million, of which Entergy Texas is accountable for $104 million in accordance with the jurisdictional separation plan; Entergy Louisiana, $15 million; Entergy Mississippi, $89 million; Entergy New Orleans, $15 million; and System Energy, $20 million.

    50

     

    NOTE 11. ENTERGY GULF STATES LOUISIANA AND ENTERGY TEXAS BASIS OF PRESENTATION

    Effective December 31, 2007, Entergy Gulf States, Inc. completed a jurisdictional separation into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other operating under the sole retail jurisdiction of the LPSC, Entergy Gulf States Louisiana. Entergy Texas now owns all Entergy Gulf States, Inc. distribution and transmission assets located in Texas, the gas-fired generating plants located in Texas, undivided 42.5% ownership shares of Entergy Gulf States, Inc.'s 70% ownership interest in Nelson 6 and 42% ownership interest in Big Cajun 2, Unit 3, which are coal-fired generating plants located in Louisiana, and other assets and contract rights to the extent related to utility operations in Texas. Entergy Gulf States Louisiana now owns all of the remaining assets that were owned by Entergy Gulf States, Inc.  On a book value basis, approximately 58.1% of the Entergy Gulf States, Inc. assets were allocated to Entergy Gulf States Louisiana and approximately 41.9% were allocated to Entergy Texas.

    As the successor to Entergy Gulf States, Inc. for financial reporting purposes, Entergy Gulf States Louisiana's income statements for the three and six months ended June 30, 2007 and cash flow statement for the six months ended June 30, 2007 include the operations of Entergy Texas. Entergy Gulf States Louisiana's income statements for the three and six months ended June 30, 2008, cash flow statement for the six months ended June 30, 2008, and balance sheets as of December 31, 2007 and June 30, 2008 reflect the effects of the separation of the Texas business.

    Because the jurisdictional separation was a transaction involving entities under common control, Entergy Texas recognized the assets and liabilities allocated to it at their carrying amounts in the accounts of Entergy Gulf States, Inc. at the time of the jurisdictional separation. Entergy Texas' financial statements herein report results of operations for 2007 as though the jurisdictional separation had occurred at the beginning of 2007.

     

     

    NOTE 12. NEW ACCOUNTING PRONOUNCEMENTS

    In March 2008 the FASB issued Statement of Financial Accounting Standards No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" (SFAS 161), which requires enhanced disclosures about an entity's derivative and hedging activities. SFAS 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. SFAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

    __________________________________

    In the opinion of the management of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy, the accompanying unaudited financial statements contain all adjustments (consisting primarily of normal recurring accruals and reclassification of previously reported amounts to conform to current classifications) necessary for a fair statement of the results for the interim periods presented. The business of the Registrant Subsidiaries is subject to seasonal fluctuations, however, with the peak periods occurring during the third quarter. The results for the interim periods presented should not be used as a basis for estimating results of operations for a full year.

    Part I, Item 4. Controls and Procedures

    Disclosure Controls and Procedures

    As of June 30, 2008, evaluations were performed under the supervision and with the participation of Entergy Corporation, Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy Resources (individually "Registrant" and collectively the "Registrants") management, including their respective Chief Executive Officers (CEO) and Chief

    51

     

    Financial Officers (CFO). The evaluations assessed the effectiveness of the Registrants' disclosure controls and procedures. Based on the evaluations, each CEO and CFO has concluded that, as to the Registrant or Registrants for which they serve as CEO or CFO, the Registrant's or Registrants' disclosure controls and procedures are effective to ensure that information required to be disclosed by each Registrant in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms; and that the Registrant's or Registrants' disclosure controls and procedures are also effective in reasonably assuring that such information is accumulated and communicated to the Registrant's or Registrants' management, including their respective CEOs and CFOs, as appropriate to allow timely decisions regarding required disclosure.

    52

     

    ENTERGY ARKANSAS, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Results of Operations

    Net Income

    Second Quarter 2008 Compared to Second Quarter 2007

    Net income decreased $3.1 million primarily due to a higher effective income tax rate, partially offset by higher net revenue. Also contributing to the decrease were higher taxes other than income taxes and higher depreciation and amortization expenses.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net income decreased $9.2 million primarily due to higher other operation and maintenance expenses and a higher effective income tax rate, partially offset by higher net revenue and lower interest and other charges. Also contributing to the decrease were higher depreciation and amortization expenses and lower other income.

    Net Revenue

    Second Quarter 2008 Compared to Second Quarter 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing the second quarter 2008 to the second quarter 2007.

      

     

    Amount

     

     

    (In Millions)

     

     

     

    2007 net revenue

     

    $267.6 

    Net wholesale revenue

     

    11.1 

    Rider revenue

     

    2.3 

    Purchased power capacity

     

    (3.4)

    Other

     

    2.3 

    2008 net revenue

     

    $279.9 

    The net wholesale revenue variance is primarily due to improved results from wholesale contracts and higher sales to affiliated companies.

    The rider revenue variance is due to an Energy Efficiency rider which became effective in November 2007. The establishment of the rider results in an increase in rider revenue and a corresponding increase in other operation and maintenance expense with no impact on net income. Also contributing to the variance is the capacity acquisition rider which became effective in February 2008. See Note 2 to the financial statements for discussion of the capacity acquisition rider.

    The purchased power capacity variance is primarily due to higher purchased power capacity charges, including the Ouachita interim tolling agreement, partially offset by lower reserve equalization expenses.

    53

     

    Gross operating revenues, fuel and purchased power expenses, and other regulatory credits

    Gross operating revenues increased primarily due to:

  • an increase of $51.6 million in production cost allocation rider revenues which became effective in July 2007 as a result of the System Agreement proceedings. As a result of the System Agreement proceedings, Entergy Arkansas also has a corresponding increase in deferred fuel expense for payments to other Entergy system companies such that there is no effect on net income. Entergy Arkansas made payments based on the 2006 test year over a seven-month period in 2007 but collections from customers are occurring over a twelve-month period. The production cost allocation rider and System Agreement proceedings are discussed in Note 2 to the financial statements in the Form 10-K;
  • an increase of $52.8 million in gross wholesale revenue due to an increase in the average price of energy available for resale sales and an increase in sales to affiliated customers; and
  • an increase of $32.3 million in fuel cost recovery revenues due to a change in the energy cost recovery rider effective April 2008. The energy cost recovery rider filings are discussed in Note 2 to the financial statements in the Form 10-K.
  •           Fuel and purchased power expenses increased primarily due to:

  • an increase of $51.6 million in deferred System Agreement payments, as discussed above;
  • an increase of $32.9 million in deferred fuel expense related to higher energy cost recovery rates effective April 2008, as discussed above; and
  • an increase in the average market price of purchased power.
  • Other regulatory credits decreased primarily due to increased recovery of Grand Gulf costs due to increased usage and higher rates.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory credits. Following is an analysis of the change in net revenue comparing the six months ended June 30, 2008 to the six months ended June 30, 2007.

      

     

    Amount

     

     

    (In Millions)

     

     

     

    2007 net revenue

     

    $520.9 

    Net wholesale revenue

     

    14.2 

    Deferred fuel costs revisions

     

    (5.8)

    Purchased power capacity

     

    (5.2)

    Other

     

    4.0 

    2008 net revenue

     

    $528.1 

    The net wholesale revenue variance is primarily due to improved results from wholesale contracts and higher billings to affiliated companies.

    The deferred fuel cost revisions variance is primarily due to the 2006 energy cost recovery true-up, made in the first quarter 2007, which increased prior year net revenue by $6.6 million.

    The purchased power capacity variance is primarily due to higher purchased power capacity charges, including the Ouachita interim tolling agreement, partially offset by lower reserve equalization expenses.

    54

     

    Gross operating revenues, fuel and purchased power expenses, and other regulatory credits

    Gross operating revenues increased primarily due to:

  • an increase of $109.0 million in production cost allocation rider revenues which became effective in July 2007 as a result of the System Agreement proceedings. As a result of the System Agreement proceedings, Entergy Arkansas also has a corresponding increase in deferred fuel expense for payments to other Entergy system companies such that there is no effect on net income. Entergy Arkansas made payments based on the 2006 test year over a seven-month period in 2007 but collections from customers are occurring over a twelve-month period. The production cost allocation rider and System Agreement proceedings are discussed in Note 2 to the financial statements in the Form 10-K; and
  • an increase of $70.7 million in gross wholesale revenue due to an increase in the average price of energy available for resale sales and an increase in sales to affiliated customers.
  • The increase was partially offset by a decrease of $50.8 million in fuel cost recovery revenues due to a change in the energy cost recovery rider effective April 2007. The energy cost recovery rider filings are discussed in Note 2 to the financial statements in the Form 10-K.

    Fuel and purchased power expenses increased due to:

  • an increase of $109.0 million in deferred System Agreement payments, as discussed above; and
  • an increase in purchased power expense due to an increase in the average market price of purchased power and an increase in volume as a result of a refueling outage at ANO in March 2008.
  • The increase was partially offset by a decrease in deferred fuel expense due to a lower energy cost recovery rate.

    Other regulatory credits decreased primarily due to increased recovery of Grand Gulf costs due to increased usage and higher rates.

    Other Income Statement Variances

    Second Quarter 2008 Compared to Second Quarter 2007

    Taxes other than income taxes increased primarily due to an increase in local franchise taxes as a result of higher residential and commercial revenue and an increase in ad valorem taxes due to a higher millage rate and a higher 2008 assessment.

    Depreciation and amortization expenses increased primarily due to an increase in plant in service.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Other operation and maintenance expenses increased primarily due to an increase of $16.4 million in storm damage charges as a result of several storms hitting Entergy Arkansas' service territory in the first quarter 2008. Entergy Arkansas discontinued regulatory storm reserve accounting beginning July 2007 as a result of the APSC order issued in Entergy Arkansas' rate case. As a result, non-capital storm expenses are charged to other operation and maintenance expenses. The increase was partially offset by a reimbursement of $7 million of costs in connection with a litigation settlement.

    Depreciation and amortization expenses increased primarily due to an increase in plant in service.

    Other income decreased primarily due to a revision in 2007 to the allowance for equity funds used during construction related to removal costs and a decrease in interest earned on money pool investments.

    55

    Interest and other charges decreased primarily due to interest expense of $2.9 million recorded in the first quarter 2007 on advances from independent power producers per a FERC order and a decrease in interest accrued on the long-term DOE spent fuel obligation, partially offset by a revision to the allowance for borrowed funds used during construction related to removal costs.

    Income Taxes

    The effective income tax rate was 47.9% for the second quarter of 2008 and 45.3% for the six months ended June 30, 2008. The difference in the effective income tax rate for the second quarter 2008 versus the federal statutory rate of 35.0% is primarily due to book and tax differences related to utility plant items and state income taxes. The difference in the effective income tax rate for the six months ended June 30, 2008 versus the federal statutory rate of 35.0% is primarily due to book and tax differences related to utility plant items, state income taxes, and an adjustment of the federal tax reserve for prior years, partially offset by flow-through book and tax timing differences.

    The effective income tax rate was 36.8% for the second quarter of 2007 and 41.3% for the six months ended June 30, 2007. The difference in the effective income tax rate for the second quarter of 2007 versus the federal statutory rate of 35.0% is primarily due to book and tax differences related to utility plant items and state income taxes, partially offset by an adjustment of the federal tax reserve for prior years and book and tax differences related to the allowance for equity funds used during construction. The difference in the effective income tax rate for the six months ended June 30, 2007 versus the federal statutory rate of 35.0% is primarily due to book and tax differences related to utility plant items and state income taxes, partially offset by a downward revision in the estimate of federal income tax expense related to tax depreciation.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the six months ended June 30, 2008 and 2007 were as follows:

     

     

    2008

     

    2007

     

     

    (In Thousands)

     

     

     

     

     

    Cash and cash equivalents at beginning of period

     

    $212 

     

    $34,815 

     

     

     

     

     

    Cash flow provided by (used in):

     

     

     

     

     

    Operating activities

     

    151,750 

     

    225,125 

     

    Investing activities

     

    (179,625)

     

    (159,165)

     

    Financing activities

     

    38,222 

     

    (33,937)

    Net increase in cash and cash equivalents

     

    10,347 

     

    32,023 

     

     

     

     

     

    Cash and cash equivalents at end of period

     

    $10,559 

     

    $66,838 

    Operating Activities

    Cash flow from operations decreased $73.4 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 primarily due to decreased recovery of deferred fuel costs, an increase in income taxes paid, the timing of payments to vendors, and an increase of $10.7 million in pension contributions.

    56

    Investing Activities

    Net cash flow used in investing activities increased $20.5 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 primarily due to an increase in fossil construction expenditures resulting from a coal plant equipment purchase in 2008.

    Financing Activities

    Financing activities provided $38.2 million of cash for the six months ended June 30, 2008 compared to using $33.9 million of cash for the six months ended June 30, 2007 primarily due to borrowings of $100 million on Entergy Arkansas' credit facility, partially offset by money pool activity. Decreases in Entergy Arkansas' payable to the money pool are a use of cash flow, and Entergy Arkansas' payable to the money pool decreased by $52.3 million for the six months ended June 30, 2008. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' need for external short-term borrowings.

    Capital Structure

    Entergy Arkansas' capitalization is balanced between equity and debt, as shown in the following table.

     

     

    June 30,
    2008

     

    December 31,
    2007

     

     

     

     

     

    Net debt to net capital

     

    50.2%

     

    49.0%

    Effect of subtracting cash from debt

     

    0.1%

     

    0.0%

    Debt to capital

     

    50.3%

     

    49.0%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt and shareholders' equity. Net capital consists of capital less cash and cash equivalents. Entergy Arkansas uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Arkansas' financial condition.

    Uses and Sources of Capital

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Arkansas' uses and sources of capital. Following are updates to the information provided in the Form 10-K.

    The planned construction and other capital investments disclosure in the Form 10-K includes approximately $24 million for initial spending during the 2008-2010 period on installation of scrubbers and low NOx burners at Entergy Arkansas' White Bluff coal plant, which under current environmental regulations must be operational by September 2013. The project remains in the planning stages and has not been fully designed, but the latest conceptual cost estimate has gone up significantly from previous estimates due to increases in equipment, commodity, and labor costs. These estimates indicate that Entergy Arkansas' share of the project could cost approximately $630 million compared to the $375 million reported in the Form 10-K. Entergy Arkansas continues to review potential environmental spending needs and financing alternatives for any such spending, and future spending estimates could change based on the results of this continuing analysis.

    In July 2008, Entergy Arkansas issued $300 million of 5.4% Series First Mortgage Bonds due August 2013. Entergy Arkansas intends to use the proceeds to fund the purchase of, and improvements relating to, the Ouachita power plant and for general corporate purposes. Pending the application of the net proceeds, Entergy Arkansas intends to use the proceeds for working capital purposes, including repayment of short-term debt, and it may invest them in temporary cash investments or the Entergy System money pool.

     

    57

    In April 2008, Entergy Arkansas renewed its $100 million credit facility through April 2009. As of June 30, 2008, $100 million was outstanding on the credit facility.

    Entergy Arkansas' receivables from or (payables to) the money pool were as follows:

    June 30,
    2008

     

    December 31,
    2007

     

    June 30,
    2007

     

    December 31,
    2006

    (In Thousands)

     

     

     

     

     

     

     

    ($25,541)

     

    ($77,882)

     

    $26,450

     

    $16,109

    In May 2007, $1.8 million of Entergy Arkansas' receivable from the money pool was replaced by a note receivable from Entergy New Orleans. See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

    Significant Factors and Known Trends

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of state and local rate regulation, federal regulation, Energy Policy Act of 2005, utility restructuring, nuclear matters, and environmental risks. Following are updates to the information provided in the Form 10-K.

    State and Local Rate Regulation

    Ouachita Acquisition

    Entergy Arkansas filed with the APSC in September 2007 for its approval of the Ouachita plant acquisition, including full cost recovery.  The APSC Staff and the Arkansas attorney general supported Entergy Arkansas' acquisition of the plant, but oppose the sale of one-third of the capacity and energy to Entergy Gulf States Louisiana.  The industrial group AEEC opposes Entergy Arkansas' purchase of the plant.  The Arkansas attorney general opposes recovery of the non-fuel costs of the plant through a separate rider, while the APSC Staff recommended revisions to the rider. In December 2007, the APSC issued an order approving recovery through a rider of the capacity costs associated with the interim tolling agreement, which will be in effect until APSC action on the acquisition of the plant. A hearing before the APSC was held in April 2008 to address Entergy Arkansas' request for acquisition of the plant and concurrent cost recovery. In June 2008 the APSC approved Entergy Arkansas' acquisition of the Ouachita plant and approved recovery of the acquisition and ownership costs through a rate rider. The APSC also approved the planned sale of one-third of the capacity and energy to Entergy Gulf States Louisiana. The Arkansas attorney general, the AEEC, and Entergy Arkansas have requested rehearing of the APSC order. Entergy Arkansas' request for rehearing concerns the 7.61% before-tax return on rate base approved by the APSC, which reflects significant sources of zero-cost capital already reflected in base rates. Entergy Arkansas had requested a 10.87% before-tax return on rate base reflecting the cost of the debt and equity capital resources available to finance the Ouachita plant acquisition.

    On March 18, 2008 the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order that approved recovery through a rider of the capacity costs associated with the interim tolling agreement. The Arkansas attorney general's and the AEEC's appeal briefs are due September 20, 2008, and the appellees' briefs, including Entergy Arkansas', are due October 20, 2008.

    Production Cost Allocation Rider

    In its June 2007 decision on Entergy Arkansas' August 2006 rate filing, the APSC approved a production cost allocation rider for recovery from customers of the retail portion of the costs allocated to Entergy Arkansas as a result of the System Agreement proceedings, but set a termination date of December 31, 2008 for the rider. In December 2007, the APSC issued a subsequent order stating the production cost allocation rider will remain

     

    58

     

    in effect, and any future termination of the rider will be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing. On March 18, 2008 the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order. The Arkansas attorney general's and the AEEC's appeal briefs are due September 5, 2008, and the appellees' briefs, including Entergy Arkansas', are due October 5, 2008.

    In June 2008, Entergy Arkansas filed with the APSC its annual redetermination of the production cost allocation rider. The redetermination resulted in a slight increase in the rates beginning with the first billing cycle of July 2008.

    Energy Cost Recovery Rider

    Entergy Arkansas' retail rates include an energy cost recovery rider. In December 2007, the APSC issued an order stating that Entergy Arkansas' energy cost recovery rider will remain in effect, and any future termination of the rider will be subject to eighteen months advance notice by the APSC, which would occur following notice and hearing. On March 18, 2008 the Arkansas attorney general and the AEEC filed a notice of appeal of the December 2007 APSC order. The Arkansas attorney general's and the AEEC's appeal briefs are due September 5, 2008, and the appellees' briefs, including Entergy Arkansas', are due October 5, 2008.

    In March 2008, Entergy Arkansas filed with the APSC its annual energy cost rate for the period April 2008 through March 2009. The filed energy cost rate increased from $0.01179/kWh to $0.01869/kWh. The increase was caused by the following: 1) all three of the nuclear power plants from which Entergy Arkansas obtains power, ANO 1 and 2 and Grand Gulf, will have refueling outages in 2008, and the energy cost rate is adjusted to account for the replacement power costs that will be incurred while these units are down; 2) Entergy Arkansas has a deferred fuel cost balance from under-recovered fuel costs at December 31, 2007; and 3) fuel and purchased power prices have increased.

    Storm Cost Recovery Proposal

    In June 2008, together with other Arkansas utilities, Entergy Arkansas filed a joint application for approval of storm cost recovery accounting and a storm damage rider. To enable recovery of 2008 storm cost expenditures through the rider and storm reserve accounting, the applicants requested that the APSC establish a procedural schedule that would allow resolution of this proceeding no later than December 15, 2008.

    Federal Regulation

    See "System Agreement Proceedings" and "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

    Critical Accounting Estimates

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Arkansas' accounting for nuclear decommissioning costs, unbilled revenue, and qualified pension and other postretirement benefits.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

    59

    ENTERGY ARKANSAS, INC.
    INCOME STATEMENTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
             
        Three Months Ended   Six Months Ended
        2008   2007   2008   2007
        (In Thousands)   (In Thousands)
                     
    OPERATING REVENUES                
    Electric   $580,462    $434,027    $1,079,835    $936,765 
                     
    OPERATING EXPENSES                
    Operation and Maintenance:                
      Fuel, fuel-related expenses, and                
       gas purchased for resale   83,703    (17,191)   167,265    120,847 
      Purchased power   223,318    193,089    389,842    309,495 
      Nuclear refueling outage expenses   7,286    7,260    14,217    14,274 
      Other operation and maintenance   116,547    115,203    223,671    215,058 
    Decommissioning   8,696    8,134    17,248    16,134 
    Taxes other than income taxes   22,480    16,251    38,219    36,234 
    Depreciation and amortization   59,066    56,764    116,303    112,829 
    Other regulatory credits - net   (6,435)   (9,462)   (5,392)   (14,491)
    TOTAL   514,661    370,048    961,373    810,380 
                     
    OPERATING INCOME   65,801    63,979    118,462    126,385 
                     
    OTHER INCOME                
    Allowance for equity funds used during construction   1,563    1,800    3,341    7,396 
    Interest and dividend income   5,547    4,150    10,804    11,733 
    Miscellaneous - net   (722)   (601)   (1,735)   (1,805)
    TOTAL   6,388    5,349    12,410    17,324 
                     
    INTEREST AND OTHER CHARGES  
    Interest on long-term debt   18,207    19,776    36,835    39,130 
    Other interest - net   1,907    1,918    3,845    6,815 
    Allowance for borrowed funds used during construction   (749)   (767)   (1,599)   (3,510)
    TOTAL   19,365    20,927    39,081    42,435 
                     
    INCOME BEFORE INCOME TAXES   52,824    48,401    91,791    101,274 
                     
    Income taxes   25,303    17,809    41,552    41,799 
                     
    NET INCOME   27,521    30,592    50,239    59,475 
                     
    Preferred dividend requirements and other   1,718    1,718    3,437    3,437 
                     
    EARNINGS APPLICABLE TO                
    COMMON STOCK   $25,803    $28,874    $46,802    $56,038 
                     
    See Notes to Financial Statements.                
                     

     

    60

    ENTERGY ARKANSAS, INC.
    STATEMENTS OF CASH FLOWS
    For the Six Months Ended June 30, 2008 and 2007
    (Unaudited)
         
        2008   2007
        (In Thousands)
             
    OPERATING ACTIVITIES        
    Net income   $50,239    $59,475 
    Adjustments to reconcile net income to net cash flow provided by operating activities:        
      Reserve for regulatory adjustments   (3,010)   658 
      Other regulatory credits - net   (5,392)   (14,491)
      Depreciation, amortization, and decommissioning   133,551    128,963 
      Deferred income taxes and investment tax credits, and non-current taxes        
       accrued   34,884    76,124 
      Changes in working capital:        
        Receivables   (273)   49,691 
        Fuel inventory   (8,846)   (10,150)
        Accounts payable   (85,077)   198,752 
        Taxes accrued     (37,161)
        Interest accrued   (670)   (2,962)
        Deferred fuel costs   38,826    46,850 
        Other working capital accounts   21,347    (245,647)
      Provision for estimated losses and reserves   (37)   (29)
      Changes in other regulatory assets   8,739    (23,273)
      Other   (32,531)   (1,675)
    Net cash flow provided by operating activities   151,750    225,125 
             
    INVESTING ACTIVITIES        
    Construction expenditures   (174,456)   (150,285)
    Allowance for equity funds used during construction   3,341    7,396 
    Nuclear fuel purchases   (60,335)   (40,129)
    Proceeds from sale/leaseback of nuclear fuel   60,377    42,220 
    Proceeds from nuclear decommissioning trust fund sales   104,860    14,075 
    Investment in nuclear decommissioning trust funds   (113,412)   (20,290)
    Change in money pool receivable - net     (12,152)
    Net cash flow used in investing activities   (179,625)   (159,165)
             
    FINANCING ACTIVITIES        
    Change in credit borrowings - net   100,000   
    Change in money pool payable - net   (52,341)  
    Dividends paid:        
      Common stock   (6,000)   (30,500)
      Preferred stock   (3,437)   (3,437)
    Net cash flow provided by (used in) financing activities   38,222    (33,937)
             
    Net increase in cash and cash equivalents   10,347    32,023 
             
    Cash and cash equivalents at beginning of period   212    34,815 
             
    Cash and cash equivalents at end of period   $10,559    $66,838 
             
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
    Cash paid during the period for:        
      Interest - net of amount capitalized   $36,634    $41,895 
      Income taxes   $36,174    $18,643 
             
    See Notes to Financial Statements.        

    61

    ENTERGY ARKANSAS, INC.
    BALANCE SHEETS
    ASSETS
    June 30, 2008 and December 31, 2007
    (Unaudited)
       
      2008   2007
      (In Thousands)
             
    CURRENT ASSETS        
    Cash and cash equivalents   $10,559    $212 
    Accounts receivable:        
      Customer   103,694    85,414 
      Allowance for doubtful accounts   (15,551)   (16,649)
      Associated companies   74,409    75,756 
      Other   92,507    124,111 
      Accrued unbilled revenues   82,086    68,240 
         Total accounts receivable   337,145    336,872 
    Deferred fuel costs   75,937    114,763 
    Fuel inventory - at average cost   29,351    20,505 
    Materials and supplies - at average cost   111,515    106,165 
    Deferred nuclear refueling outage costs   27,257    17,623 
    System agreement cost equalization   215,869    268,000 
    Prepayments and other   38,690    16,511 
    TOTAL   846,323    880,651 
             
    OTHER PROPERTY AND INVESTMENTS        
    Investment in affiliates - at equity   11,203    11,203 
    Decommissioning trust funds   439,344    466,348 
    Non-utility property - at cost (less accumulated depreciation)   1,441    1,442 
    Other   5,391    5,391 
    TOTAL   457,379    484,384 
             
    UTILITY PLANT        
    Electric   6,950,028    6,792,825 
    Property under capital lease   1,478    2,436 
    Construction work in progress   128,358    146,651 
    Nuclear fuel under capital lease   144,125    124,585 
    Nuclear fuel   15,713    19,548 
    TOTAL UTILITY PLANT   7,239,702    7,086,045 
    Less - accumulated depreciation and amortization   3,188,094    3,112,896 
    UTILITY PLANT - NET   4,051,608    3,973,149 
             
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
      SFAS 109 regulatory asset - net   99,452    93,557 
      Other regulatory assets   526,173    534,937 
    Other   32,294    33,128 
    TOTAL   657,919    661,622 
              
    TOTAL ASSETS   $6,013,229    $5,999,806 
             
    See Notes to Financial Statements.        
     

    62

    ENTERGY ARKANSAS, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
    June 30, 2008 and December 31, 2007
    (Unaudited)
       
      2008   2007
      (In Thousands)
     
    CURRENT LIABILITIES        
    Notes payable   $100,000   $-
    Accounts payable:        
      Associated companies   325,278   486,201
      Other   123,751   100,246
    Customer deposits   60,483   57,751
    Accumulated deferred income taxes   18,355   26,964
    Interest accrued   16,777   17,447
    Obligations under capital leases   48,805   49,738
    Other   14,537   10,890
    TOTAL   707,986   749,237
             
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued   1,374,017   1,330,324
    Accumulated deferred investment tax credits   53,868   55,854
    Obligations under capital leases   96,798   77,283
    Other regulatory liabilities   81,953   117,510
    Decommissioning   522,875   505,626
    Accumulated provisions   14,377   14,414
    Pension and other postretirement liabilities   251,660   260,381
    Long-term debt   1,316,750   1,314,525
    Other   51,230   73,739
    TOTAL   3,763,528   3,749,656
             
    Commitments and Contingencies        
             
    SHAREHOLDERS' EQUITY        
    Preferred stock without sinking fund   116,350   116,350
    Common stock, $0.01 par value, authorized 325,000,000        
      shares; issued and outstanding 46,980,196 shares in 2008        
      and 2007   470   470
    Paid-in capital   588,527   588,527
    Retained earnings   836,368   795,566
    TOTAL   1,541,715   1,500,913
             
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $6,013,229   $5,999,806
             
    See Notes to Financial Statements.        
             

    63

    ENTERGY ARKANSAS, INC.
    SELECTED OPERATING RESULTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
     
     
        Three Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $ 158    $ 126   $ 32    25 
      Commercial   109    83   26    31 
      Industrial   110    81   29    36 
      Governmental     4     25 
         Total retail   382    294   88    30 
      Sales for resale                
        Associated companies   115    70   45    64 
        Non-associated companies   44    36     22 
      Other   39    34     15 
         Total   $ 580    $ 434   $ 146    34 
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   1,551    1,523   28   
      Commercial   1,384    1,383    
      Industrial   1,765    1,799   (34)   (2)
      Governmental   66    67   (1)   (1)
         Total retail   4,766    4,772   (6)  
      Sales for resale                
        Associated companies   1,964    1,578   386    24 
        Non-associated companies   590    586    
         Total   7,320    6,936   384   
                     
                     
        Six Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $ 337    $ 307   $ 30    10 
      Commercial   203    182   21    12 
      Industrial   202    183   19    10 
      Governmental     9    
         Total retail   751    681   70    10 
      Sales for resale                
        Associated companies   211    148   63    43 
        Non-associated companies   77    70     10 
      Other   41    38    
         Total   $ 1,080    $ 937   $ 143    15 
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   3,694    3,555   139   
      Commercial   2,731    2,711   20   
      Industrial   3,478    3,520   (42)   (1)
      Governmental   131    132   (1)   (1)
         Total retail   10,034    9,918   116   
      Sales for resale                
        Associated companies   3,918    3,571   347    10 
        Non-associated companies   1,130    1,255   (125)   (10)
         Total   15,082    14,744   338   
                     
                     
                     

    64

     

    ENTERGY GULF STATES LOUISIANA, L.L.C.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas

    See Part I, Item 1 in the Form 10-K and Entergy Gulf States Louisiana's Management's Financial Discussion and Analysis in the Form 10-K for a discussion of the jurisdictional separation of Entergy Gulf States, Inc. into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other operating under the sole retail jurisdiction of the LPSC, Entergy Gulf States Louisiana.

    Entergy Gulf States Louisiana is the successor for financial reporting purposes to Entergy Gulf States, Inc. Entergy Gulf States Louisiana's Income Statement for the three and six months ended June 30, 2008 and Entergy Gulf States Louisiana's Cash Flow Statement for the six months ended June 30, 2008, reflect the effects of the separation of the Texas business. Entergy Gulf States Louisiana's Income Statement for the three and six months ended June 30, 2007 and Entergy Gulf States Louisiana's Cash Flow Statement for the six months ended June 30, 2007, include the operations of Entergy Texas. Entergy Gulf States Louisiana's balance sheets as of June 30, 2008 and December 31, 2007 reflect the effects of the separation of the Texas business.

    Pursuant to the LPSC order approving the jurisdictional separation plan, Entergy Gulf States has made two compliance filings in 2008. On March 31, 2008, Entergy Gulf States Louisiana made its jurisdictional separation plan balance sheet compliance filing with the LPSC. On June 11, 2008, Entergy Gulf States Louisiana made its revenue and expense compliance filing.

    Results of Operations

    Following are income statement variances for Entergy Gulf States Louisiana comparing the second quarter 2008 to the second quarter 2007 showing how much the line item increased or (decreased) in comparison to the prior period:

     




    Second Quarter
    2007

     

    Variance caused directly by the jurisdictional separation

     



    Variance caused by other factors




    Second Quarter 2008

    (In Thousands)

    Net revenue (operating revenue less fuel expense,
       purchased power, and other regulatory
       charges/credits)

     



    $308,654



    ($90,646)



    ($11,086)



    $206,922

    Other operation and maintenance expenses

     

    141,275

    (47,239)

    (2,549)

    91,487

    Taxes other than income taxes

     

    34,830

    (12,871)

    (2,556)

    19,403

    Depreciation and amortization

     

    53,060

    (17,346)

    (1,606)

    34,108

    Other expenses

    6,718

    (43)

    4,509 

    11,184

    Other income

     

    18,578

    4,759 

    (3,754)

    19,583

    Interest charges

     

    36,634

    (3,259)

    (1,880)

    31,495

    Income taxes

     

    22,755

    (5,291)

    (1,823)

    15,641

    Net Income (Loss)

     

    $31,960

     

    $162 

     

    ($8,935)

    $23,187

    65

    Following are income statement variances for Entergy Gulf States Louisiana comparing the six months ended June 30, 2008 to the six months ended June 30, 2007 showing how much the line item increased or (decreased) in comparison to the prior period:

     




    Six months
    ended
    June 30, 2007

     

    Variance caused directly by the jurisdictional separation

     



    Variance caused by other factors




    Six months
    ended
    June 30, 2008

    (In Thousands)

    Net revenue (operating revenue less fuel expense,
       purchased power, and other regulatory
       charges/credits)

     



    $587,107



    ($166,220)



    ($18,475)



    $402,412

    Other operation and maintenance expenses

     

    267,129

    (89,190)

    (6,975)

    170,964

    Taxes other than income taxes

     

    66,142

    (26,004)

    (3,453)

    36,685

    Depreciation and amortization

     

    105,475

    (34,480)

    (3,761)

    67,234

    Other expenses

    13,217

    (85)

    4,790 

    17,922

    Other income

     

    39,383

    8,768 

    (4,995)

    43,156

    Interest charges

     

    73,983

    (8,233)

    (2,744)

    63,006

    Income taxes

     

    40,987

    (3,018)

    (2,225)

    35,744

    Net Income (Loss)

     

    $59,557

    $3,558 

     

    ($9,102)

    $54,013

    Net Income

    Second Quarter 2008 Compared to Second Quarter 2007

    Net income decreased by $8.8 million primarily due to lower net revenue, other than the effect on net revenue directly caused by the jurisdictional separation.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net income decreased by $5.5 million primarily due to lower net revenue, other than the effect on net revenue directly caused by the jurisdictional separation, partially offset by lower other operation and maintenance expenses and the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007. For the six months ended June 30, 2007, Entergy Texas reported a net loss of $3.6 million.

    Net Revenue

    Second Quarter 2008 Compared to Second Quarter 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses and 3) other regulatory charges (credits). Following is an analysis of the change in net revenue comparing the second quarter 2008 to the second quarter 2007.

    66

     

     

    Amount

     

     

    (In Millions)

     

     

     

    2007 net revenue

     

    $308.7 

    Jurisdictional separation

     

    (90.6)

    Volume/weather

     

    11.1 

    Other

     

    (22.3)

    2008 net revenue

     

    $206.9 

    Net revenue decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

    The volume/weather variance is due to increased electricity usage in the residential and commercial sectors primarily as a result of more favorable weather compared to the same period in 2007 and increased electricity sales during the unbilled sales period. Billed retail electricity usage increased a total of 91 GWh in the residential and commercial sectors. See Note 1 to the financial statements in the Form 10-K for a discussion of the accounting for unbilled revenues.

    The Other variance is primarily caused by various operational effects of the jurisdictional separation on revenues and fuel and purchased power expenses.

    Gross operating revenues, fuel and purchased power expenses, and other regulatory charges (credits)

    Gross operating revenues decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007, partially offset by an increase in fuel cost recovery revenues due to higher fuel rates and increased usage.

    Fuel and purchased power expense decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

    Other regulatory charges decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007 and a decrease in capacity charges.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing six months ended June 30, 2008 to the six months ended June 30, 2007.

     

     

    Amount

     

     

    (In Millions)

     

     

     

    2007 net revenue

     

    $587.1 

    Jurisdictional separation

     

    (166.2)

    Volume/weather

     

    10.5 

    Other

     

    (29.0)

    2008 net revenue

     

    $402.4 

    Net revenue decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

    67

    The volume/weather variance is due to increased electricity usage in the residential and commercial sectors primarily as a result of more favorable weather compared to the same period in 2007. Billed retail electricity usage increased a total of 119 GWh for the residential and commercial sectors.

    The Other variance is primarily caused by various operational effects of the jurisdictional separation on revenues and fuel and purchased power expenses.

    Gross operating revenues, fuel and purchased power expenses, and other regulatory charges

    Gross operating revenues decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007, partially offset by an increase in fuel cost recovery revenues due to higher fuel rates and increased usage.

    Fuel and purchased power expense decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

    Other regulatory charges decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007 and a decrease in capacity charges.

    Other Income Statement Variances

    Second Quarter 2008 Compared to Second Quarter 2007

    Other operation and maintenance decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

    Taxes other than income taxes decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

    Depreciation and amortization decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

    Nuclear refueling outage expenses increased due to the amortization of higher expenses associated with the planned maintenance and refueling outage at River Bend in the first quarter 2008 as well as the delay of this outage from late 2007 to early 2008 resulting in a shorter amortization period for these costs.

    Other income includes $15 million in interest and dividend income in 2008 related to the debt assumption agreement between Entergy Gulf States Louisiana and Entergy Texas and the $1.079 billion of debt assumed by Entergy Texas as of December 31, 2007. Entergy Gulf States Louisiana remains primarily liable on this debt. The increase in interest income is partially offset by $10 million of other income reported by Entergy Texas for the second quarter 2007. The income from the debt assumption agreement offsets the interest expense on the portion of long-term debt assumed by Entergy Texas. The remaining variance was caused by various individually insignificant factors.

    Interest and other charges decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007 and due to a decrease in long-term debt outstanding.

    68

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Other operation and maintenance decreased primarily due to:

  • a decrease of $89.2 million due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007;

  • a decrease of $7.9 million in nuclear labor and contract costs due to a non-refueling plant outage in March 2007; and

  • a decrease of $2.9 million in payroll-related costs.

  • The decrease was partially offset by an increase of $4.8 million in transmission spending due to higher transmission equalization expenses.

    Taxes other than income taxes decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

    Depreciation and amortization decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007.

    Nuclear refueling outage expenses increased due to the amortization of higher expenses associated with the planned maintenance and refueling outage at River Bend in the first quarter 2008 as well as the delay of this outage from late 2007 to early 2008 resulting in a shorter amortization period for these costs.

    Other income includes $30 million in interest and dividend income in 2008 related to the debt assumption agreement between Entergy Gulf States Louisiana and Entergy Texas and the $1.079 billion of debt assumed by Entergy Texas as of December 31, 2007. Entergy Gulf States Louisiana remains primarily liable on this debt. The increase in interest income is partially offset by $21 million of other income reported by Entergy Texas for the six months ended June 30, 2007. The income from the debt assumption agreement offsets the interest expense on the portion of long-term debt assumed by Entergy Texas. The remaining variance was caused by various individually insignificant factors.

    Interest and other charges decreased primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007 and due to a decrease in long-term debt outstanding.

    Income Taxes

    The effective income tax rate was 40.3% for the second quarter 2008 and 39.8% for the six months ended June 30, 2008. The differences in the effective income tax rate for the second quarter 2008 and the six months ended June 30, 2008 versus the federal statutory rate of 35% are due to book and tax differences related to utility plant items and state income taxes, partially offset by flow-through book and tax timing differences, the amortization of investment tax credits, and book and tax differences related to allowance for equity funds used during construction.

    The effective income tax rate was 41.6% for the second quarter 2007 and 40.8% for the six months ended June 30, 2007. The differences in the effective income tax rate for the second quarter 2007 and the six months ended June 30, 2007 versus the federal statutory rate of 35.0% are primarily due to book and tax differences related to utility plant items and state income taxes, partially offset by flow-through book and tax timing differences related to a pension payment, book and tax differences related to allowance for equity funds used during construction, and the amortization of investment tax credits.

    69

     

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the six months ended June 30, 2008 and 2007 were as follows:

     

     

    2008

     

    2007

     

     

    (In Thousands)

     

     

     

     

     

    Cash and cash equivalents at beginning of period

     

    $108,036 

     

    $180,381 

     

     

     

     

     

    Cash flow provided by (used in):

     

     

     

     

     

    Operating activities

     

    107,817 

     

    245,575 

     

    Investing activities

     

    (176,998)

     

    (246,690)

     

    Financing activities

     

    (5,379)

     

    272,290 

    Net increase (decrease) in cash and cash equivalents

     

    (74,560)

     

    271,175 

     

     

     

     

     

    Cash and cash equivalents at end of period

     

    $33,476 

     

    $451,556 

    Operating Activities

    Net cash flow provided by operating activities decreased $137.8 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 primarily due to the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas, effective December 31, 2007 and decreased recovery of deferred fuel costs, partially offset by the timing of payments to vendors. Fuel prices have been increasing, and due to the time lag before the fuel adjustment rate increases in response, Entergy Gulf States Louisiana has under-recovered fuel costs thus far in 2008.

    Investing Activities

    Net cash flow used in investing activities decreased $69.7 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 primarily due to the effect of the jurisdictional separation on money pool activity and construction expenditures. The decrease was partially offset by the purchase of the Calcasieu Generating Facility for $56.4 million and an increase in nuclear construction expenditures of $19.1 million primarily due to the rescheduling of the River Bend refueling outage from late 2007 to early 2008. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of the Calcasieu purchase which was completed in March 2008.

    Increases in Entergy Gulf States Louisiana's receivable from the money pool are a use of cash flow, and Entergy Gulf States Louisiana's receivable from the money pool increased by $19.5 million the six months ended June 30, 2008 compared to increasing by $117.7 million the six months ended June 30, 2007. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' need for external short-term borrowings.

    Financing Activities

    Financing activities used $5.4 million for the six months ended June 30, 2008 compared to providing $272.3 million for the six months ended June 30, 2007 primarily due to the issuance of $329.5 million of securitization bonds in June 2007, partially offset by borrowings of $30 million on Entergy Gulf States Louisiana's credit facility.

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    Capital Structure

    Entergy Gulf States Louisiana's capitalization is balanced between equity and debt, as shown in the following table. The calculation below does not reduce the debt by the long-term debt assumed by Entergy Texas ($930 million as of June 30, 2008 and $1.079 billion as of December 31, 2007) because Entergy Gulf States Louisiana remains primarily liable on the debt.

     

    June 30,
    2008

    December 31,
    2007

     

     

     

     

     

    Net debt to net capital

     

    63.9%

     

    64.4%

    Effect of subtracting cash from debt

     

    0.3%

     

    1.0%

    Debt to capital

     

    64.2%

     

    65.4%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt and members' equity. Net capital consists of capital less cash and cash equivalents. Entergy Gulf States Louisiana uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Gulf States Louisiana's financial condition.

    Uses and Sources of Capital

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Gulf States Louisiana's uses and sources of capital. Following are updates to the information provided in the Form 10-K.

    Entergy Gulf States Louisiana's receivables from the money pool were as follows:

    June 30,
    2008

     

    December 31,
    2007

     

    June 30,
    2007

     

    December 31,
    2006

    (In Thousands)

     

     

     

     

     

     

     

    $74,961

     

    $55,509

     

    $192,747

     

    $75,048

    See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

    As discussed in the Form 10-K, Entergy Gulf States Louisiana has a credit facility in the amount of $100 million scheduled to expire in August 2012. As of June 30, 2008, $30 million was outstanding on the credit facility.

    In May 2008, Entergy Gulf States Louisiana issued $375 million of 6.00% Series First Mortgage Bonds due May 2018. The proceeds were used to pay at maturity the portion of the $325 million of 3.6% Series First Mortgage Bonds due June 2008 that had not been assumed by Entergy Texas and to redeem, prior to maturity, $189.7 million of the $350 million Floating Rate series of First Mortgage bonds due December 2008, and for other general corporate purposes.

    The portion of the $325 million of 3.6% Series First Mortgage Bonds due June 2008 that had been assumed by Entergy Texas was paid at maturity by Entergy Texas in June 2008, and that bond series is no longer outstanding. The remainder of the $350 million Floating Rate series of First Mortgage bonds due December 2008 had been assumed by Entergy Texas, and management expects Entergy Texas to redeem those bonds by their maturity date.

    Hurricane Rita and Hurricane Katrina

    See the Form 10-K for a discussion of the effects of Hurricanes Katrina and Rita, which hit Entergy Gulf States Inc.'s jurisdictions in Louisiana and Texas in August and September 2005, which resulted in power outages, significant damage to electric distribution, transmission, and generation

    71

     

    infrastructure, the temporary loss of sales and customers due to mandatory evacuations, and Entergy Gulf States, Inc.'s initiatives to recover storm restoration and business continuity costs and incremental losses.

    Act 55 Storm Cost Financings

    In March 2008, Entergy Gulf States Louisiana, Entergy Louisiana, and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed at the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana and Entergy Louisiana storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Legislature (Act 55 financings). The Act 55 financings are expected to produce additional customer benefits as compared to Act 64 traditional securitization.  Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and savings to customers via a Storm Cost Offset rider.  On April 3, 2008, the Louisiana State Bond Commission granted preliminary approval for the Act 55 financings.  On April 8, 2008, the Louisiana Public Facilities Authority (LPFA), which is the issuer of the bonds pursuant to the Act 55 financings, approved requests for the Act 55 financings.  On April 10, 2008, Entergy Gulf States Louisiana and Entergy Louisiana and the LPSC Staff filed with the LPSC an uncontested stipulated settlement that includes Entergy Gulf States Louisiana and Entergy Louisiana's proposals under the Act 55 financings, which includes a commitment to pass on to customers a minimum of $10 million and $30 million of customer benefits, respectively.  On April 16, 2008, the LPSC approved the settlement and issued two financing orders and one ratemaking order intended to facilitate implementation of the Act 55 financings.  On May 6, 2008, the State Bond Commission voted to approve the Act 55 financings.

    Entergy Gulf States Louisiana expects that in September 2008 the LPFA will issue $273 million in bonds under the aforementioned Act 55.  From the bond proceeds expected to be received by Entergy Gulf States Louisiana from the LURC, Entergy Gulf States Louisiana is expected to invest $186 million in affiliate securities.  In addition, Entergy Gulf States Louisiana expects the LURC to deposit $87 million to a restricted escrow account as a storm damage reserve for Entergy Gulf States Louisiana.  As approved by the April 16, 2008 LPSC orders, it is expected that Entergy Gulf States Louisiana will withdraw $1.7 million from the restricted escrow account and will also invest this amount in affiliate securities.

    Significant Factors and Known Trends

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of state and local rate regulation; transition to retail competition; federal regulation; the Energy Policy Act of 2005; industrial and commercial customers; nuclear matters; and environmental risks. Following are updates to the information disclosed in the Form 10-K.

    State and Local Rate Regulation

    Retail Rates - Electric

    In July 2008, the LPSC approved an uncontested settlement between Entergy Gulf States Louisiana and the LPSC Staff authorizing Entergy Gulf States Louisiana's purchase of one-third of the capacity and energy from the 789 MW Ouachita plant, which Entergy Arkansas plans to acquire in 2008. Entergy Gulf States Louisiana expects to purchase one-third of the plant's capacity and output from Entergy Arkansas under a life-of-unit agreement.

    In May 2008, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2007 test year. The filing reflected a 9.26% return on common equity, which is below the allowed earnings bandwidth, and indicated a $5.4 million revenue deficiency, offset by a $4.1 million decrease in required additional capacity costs. Consideration of the filing is pending, and under the formula rate plan Entergy Gulf States Louisiana would implement new rates in September 2008.

    In May 2007, Entergy Gulf States Louisiana made its formula rate plan filing with the LPSC for the 2006 test year. The filing reflected a 10.0% return on common equity, which is within the allowed earnings bandwidth, and an anticipated formula rate plan decrease of $23 million annually attributable

    72

     

    to adjustments outside of the formula rate plan sharing mechanism related to capacity costs and the anticipated securitization of storm costs related to Hurricane Katrina and Hurricane Rita and the securitization of a storm reserve. In September 2007, Entergy Gulf States Louisiana modified the formula rate plan filing to reflect a 10.07% return on common equity, which is still within the allowed bandwidth. The modified filing also reflected implementation of a $4.1 million rate increase, subject to refund, attributable to recovery of additional LPSC-approved incremental deferred and ongoing capacity costs. The rate decrease anticipated in the original filing did not occur because of the additional capacity costs approved by the LPSC, and because securitization of storm costs associated with Hurricane Katrina and Hurricane Rita and the establishment of a storm reserve have not yet occurred. In October 2007, Entergy Gulf States Louisiana implemented a $16.4 million formula rate plan decrease that is due to the reclassification of certain franchise fees from base rates to collection via a line item on customer bills pursuant to an LPSC order. The LPSC staff issued its final report in December 2007, indicating a $1.6 million decrease in formula rate plan revenues for which interim rates were already in effect. In addition, the LPSC staff recommended that the LPSC give a one-year extension of Entergy Gulf States Louisiana's formula rate plan to synchronize with the final year of Entergy Louisiana's formula rate plan, or alternatively, to extend the formula rate plan for a longer period. Entergy Gulf States Louisiana indicated it is amenable to a one-year extension. An uncontested stipulated settlement was filed in February 2008 that will leave the current base rates in place and extend the formula rate plan for one year, and the LPSC approved the settlement in March 2008.

    Retail Rates - Gas

    In January 2008, Entergy Gulf States Louisiana filed with the LPSC its gas rate stabilization plan for the test year ending September 30, 2007.  The filing showed a revenue deficiency of $3.7 million based on a return on common equity mid-point of 10.5%. Entergy Gulf States Louisiana implemented a $3.4 million rate increase in April 2008 pursuant to an uncontested agreement with the LPSC staff.

    Federal Regulation

    See "System Agreement Proceedings" and "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

    Critical Accounting Estimates

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Gulf States Louisiana's accounting for nuclear decommissioning costs, the application of SFAS 71, unbilled revenue, and qualified pension and other postretirement benefits.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

    73

     

    ENTERGY GULF STATES LOUISIANA, L.L.C.
    INCOME STATEMENTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
     
      Three Months Ended   Six Months Ended
        2008   2007   2008   2007
        (In Thousands)   (In Thousands)
                     
    OPERATING REVENUES                
    Electric   $681,491    $864,568    $1,201,787    $1,659,822 
    Natural gas   21,045    17,090    59,313    55,018 
    TOTAL   702,536    881,658    1,261,100    1,714,840 
                     
    OPERATING EXPENSES                
    Operation and Maintenance:                
      Fuel, fuel-related expenses, and                
       gas purchased for resale   56,394    192,623    82,116    432,190 
      Purchased power   440,379    376,395    772,185    683,199 
      Nuclear refueling outage expenses   8,084    3,816    11,783    7,472 
      Other operation and maintenance   91,487    141,275    170,964    267,129 
    Decommissioning   3,100    2,902    6,139    5,745 
    Taxes other than income taxes   19,403    34,830    36,685    66,142 
    Depreciation and amortization   34,108    53,060    67,234    105,475 
    Other regulatory charges (credits) - net   (1,159)   3,986    4,387    12,344 
    TOTAL   651,796    808,887    1,151,493    1,579,696 
                     
    OPERATING INCOME   50,740    72,771    109,607    135,144 
                     
    OTHER INCOME                
    Allowance for equity funds used during construction   1,222    1,999    2,915    6,430 
    Interest and dividend income   19,461    15,920    42,269    32,294 
    Miscellaneous - net   (1,100)   659    (2,028)   659 
    TOTAL   19,583    18,578    43,156    39,383 
                     
    INTEREST AND OTHER CHARGES  
    Interest on long-term debt   31,486    34,797    63,252    69,690 
    Other interest - net   740    3,122    1,564    8,466 
    Allowance for borrowed funds used during construction   (731)   (1,285)   (1,810)   (4,173)
    TOTAL   31,495    36,634    63,006    73,983 
                     
    INCOME BEFORE INCOME TAXES   38,828    54,715    89,757    100,544 
                      
    Income taxes   15,641    22,755    35,744    40,987 
                     
    NET INCOME   23,187    31,960    54,013    59,557 
                     
    Preferred distribution requirements and other   207    929    413    1,891 
                     
                     
    EARNINGS APPLICABLE TO COMMON EQUITY   $22,980     $31,031    $53,600    $57,666 
                     
    See Notes to Financial Statements.                
                     

    74

     

    ENTERGY GULF STATES LOUISIANA, L.L.C.
    STATEMENTS OF CASH FLOWS
    For the Six Months Ended June 30, 2008 and 2007
    (Unaudited)
         
        2008   2007
        (In Thousands)
             
    OPERATING ACTIVITIES        
    Net income   $54,013    $59,557 
    Adjustments to reconcile net income to net cash flow provided by operating activities:        
      Reserve for regulatory adjustments   -    11,534 
      Other regulatory charges - net   4,387    12,344 
      Depreciation, amortization, and decommissioning   73,373    111,220 
      Deferred income taxes, investment tax credits, and non-current taxes accrued   77,410    (11,844)
      Changes in working capital:        
        Receivables   (74,624)   (171,125)
        Fuel inventory   (3,458)   (14,410)
        Accounts payable   81,767    40,920 
        Taxes accrued   -    (12,913)
        Interest accrued   (376)   58 
        Deferred fuel costs   (65,694)   25,258 
        Other working capital accounts   (98,852)   133,953 
      Provision for estimated losses and reserves   1,398    (1,163)
      Changes in other regulatory assets   (935)   10,539 
      Other   59,408    51,647 
    Net cash flow provided by operating activities   107,817    245,575 
             
    INVESTING ACTIVITIES        
    Construction expenditures   (100,924)   (139,892)
    Allowance for equity funds used during construction   2,915    6,430 
    Insurance proceeds   -    6,580 
    Nuclear fuel purchases   (21,807)   (7,542)
    Proceeds from sale/leaseback of nuclear fuel   21,755    9,923 
    Payment for purchase of plant   (56,409)  
    Proceeds from nuclear decommissioning trust fund sales   26,318    29,533 
    Investment in nuclear decommissioning trust funds   (33,328)   (36,404)
    Change in money pool receivable - net   (19,452)   (117,699)
    Changes in other investments - net   3,934    2,381 
    Net cash flow used in investing activities   (176,998)   (246,690)
             
    FINANCING ACTIVITIES        
    Proceeds from the issuance of long-term debt   369,549    321,938 
    Retirement of long-term debt   (366,681)  
    Redemption of preferred stock   -    (2,250)
    Changes in credit borrowing - net   30,000   
    Dividends/distributions paid:        
      Common equity   (37,800)   (45,500)
      Preferred membership interests   (447)   (1,898)
    Net cash flow provided by (used in) financing activities   (5,379)   272,290 
             
    Net increase (decrease) in cash and cash equivalents   (74,560)   271,175 
             
    Cash and cash equivalents at beginning of period   108,036    180,381 
             
    Cash and cash equivalents at end of period   $33,476    $451,556 
             
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
    Cash paid during the period for:        
      Interest - net of amount capitalized   $63,446    $73,694 
      Income taxes   $11,154    $9,559 
             
    Noncash financing activities:         
     Repayment by Entergy Texas of assumed long-term debt   $148,837     $- 
             
    See Notes to Financial Statements.        
             

    75

    ENTERGY GULF STATES LOUISIANA, L.L.C.
    BALANCE SHEETS
    ASSETS
    June 30, 2008 and December 31, 2007
    (Unaudited)
           
      2008   2007
      (In Thousands)
           
    CURRENT ASSETS          
    Cash and cash equivalents:          
      Cash     $86    $233 
      Temporary cash investments - at cost,          
       which approximates market     33,390    107,803 
         Total cash and cash equivalents     33,476    108,036 
    Accounts receivable:          
      Customer     88,533    62,408 
      Allowance for doubtful accounts     (1,259)   (979)
      Associated companies     274,645    218,891 
      Other     63,246    59,059 
      Accrued unbilled revenues     62,311    54,021 
         Total accounts receivable     487,476    393,400 
    Deferred fuel costs     71,338    5,644 
    Accumulated deferred income taxes       21,938 
    Fuel inventory - at average cost     35,268    31,810 
    Materials and supplies - at average cost     103,032    100,161 
    Deferred nuclear refueling outage costs     31,219    5,155 
    Debt assumption by Entergy Texas     160,286    309,123 
    Gas hedge contracts     25,089   
    Prepayments and other     53,093    23,533 
    TOTAL     1,000,277    998,800 
                
    OTHER PROPERTY AND INVESTMENTS        
    Decommissioning trust funds     344,859    366,062 
    Non-utility property - at cost (less accumulated depreciation)     112,534    109,517 
    Other     12,990    17,350 
    TOTAL     470,383    492,929 
               
    UTILITY PLANT        
    Electric     6,285,221    6,132,362 
    Natural gas     102,463    98,484 
    Construction work in progress     100,379    141,528 
    Nuclear fuel under capital lease     122,393    110,769 
    Nuclear fuel     9,047    11,256 
    TOTAL UTILITY PLANT     6,619,503    6,494,399 
    Less - accumulated depreciation and amortization     3,460,471    3,433,131 
    UTILITY PLANT - NET     3,159,032    3,061,268 
               
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:          
      SFAS 109 regulatory asset - net     308,009    299,023 
      Other regulatory assets     330,454    335,897 
      Deferred fuel costs     100,124    100,124 
    Long-term receivables     1,311    1,872 
    Debt assumption by Entergy Texas     769,971    769,971 
    Other     19,721    12,807 
    TOTAL     1,529,590    1,519,694 
                
    TOTAL ASSETS     $6,159,282    $6,072,691 
               
    See Notes to Financial Statements.          

    76

    ENTERGY GULF STATES LOUISIANA, L.L.C.
    BALANCE SHEETS
    LIABILITIES AND MEMBERS' EQUITY
    June 30, 2008 and December 31, 2007
    (Unaudited)
     
      2008   2007
      (In Thousands)
     
    CURRENT LIABILITIES        
    Currently maturing long-term debt   $160,286    $675,000 
    Accounts payable:          
      Associated companies     273,316    201,217 
      Other     121,247    111,579 
    Customer deposits     39,885    38,061 
    Accumulated deferred income taxes     12,191   
    Interest accrued     29,022    29,398 
    Obligations under capital leases     28,795    28,795 
    Pension and other postretirement liabilities     7,255    7,064 
    System agreement cost equalization     106,581    124,775 
    Other     9,928    9,052 
    TOTAL     788,506    1,224,941 
               
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued     1,268,194    1,219,568 
    Accumulated deferred investment tax credits     93,690    95,745 
    Obligations under capital leases     93,598    81,974 
    Other regulatory liabilities     87,111    69,890 
    Decommissioning and asset retirement cost liabilities     213,687    204,828 
    Accumulated provisions     13,285    11,887 
    Pension and other postretirement liabilities     88,823    102,510 
    Long-term debt     2,077,190    1,674,113 
    Other     118,999    87,468 
    TOTAL     4,054,577    3,547,983 
               
    Commitments and Contingencies          
               
    MEMBERS' EQUITY        
    Preferred membership interests without sinking fund     10,000    10,000 
    Members' equity     1,328,501    1,312,701 
    Accumulated other comprehensive loss     (22,302)   (22,934)
    TOTAL     1,316,199    1,299,767 
               
    TOTAL LIABILITIES AND MEMBERS' EQUITY     $6,159,282    $6,072,691 
               
    See Notes to Financial Statements.          

    77

     

    ENTERGY GULF STATES LOUISIANA, L.L.C.
    STATEMENTS OF MEMBERS' EQUITY AND COMPREHENSIVE INCOME
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
                         
            Three Months Ended
            2008   2007
            (In Thousands)
    MEMBERS' EQUITY                    
    Members' Equity - Beginning of period       $1,312,933        $2,218,500     
                         
      Add: Net Income       23,187    $23,187   31,960    $31,960
                         
      Deduct:                    
        Dividends/distributions declared on common equity       7,400        11,900     
        Preferred membership interests       207    207   929    929
        Other       12           
            7,619        12,829     
                         
    Members' Equity - End of period       $1,328,501        $2,237,631     
                         
    ACCUMULATED OTHER COMPREHENSIVE                    
    LOSS (Net of Taxes):                    
    Balance at beginning of period:                    
      Pension and other postretirement liabilities       ($22,605)       ($19,580)    
                         
    Pension and other postretirement liabilities (net of tax expense of $452 and $326)       303    303   335    335
                         
    Balance at end of period:                    
      Pension and other postretirement liabilities       ($22,302)       ($19,245)    
    Comprehensive Income           $23,283       $31,366
                         
                         
            Six Months Ended
            2008   2007
            (In Thousands)
    MEMBERS' EQUITY                    
    Members' Equity - Beginning of period       $1,312,701        $2,225,465     
                         
      Add: Net Income       54,013    $54,013   59,557    $59,557
                         
      Deduct:                    
        Dividends/distributions declared on common equity       37,800        45,500     
        Preferred membership interests       413    413   1,891    1,891
            38,213        47,391     
                         
    Members' Equity - End of period       $1,328,501        $2,237,631     
                         
    ACCUMULATED OTHER COMPREHENSIVE                    
    LOSS (Net of Taxes):                    
    Balance at beginning of period:                    
      Pension and other postretirement liabilities       ($22,934)       ($19,914)    
                         
    Pension and other postretirement liabilities (net of tax expense of $880 and $652)       632    632   669    669
                         
    Balance at end of period:                    
      Pension and other postretirement liabilities       ($22,302)       ($19,245)    
    Comprehensive Income           $54,232       $58,335
                         
                         
    See Notes to Financial Statements.                    

    78

    ENTERGY GULF STATES LOUISIANA, L.L.C.
    SELECTED OPERATING RESULTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
     
                     
        Three Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $131   $238   ($107)   (45)
      Commercial   131   208   (77)   (37)
      Industrial   179   284   (105)   (37)
      Governmental   6   12   (6)   (50)
         Total retail   447   742   (295)   (40)
      Sales for resale                
        Associated companies   162   39   123    315 
        Non-associated companies   48   52   (4)   (8)
      Other   24   32   (8)   (25)
         Total   $681   $865   ($184)   (21)
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   1,133   2,210   (1,077)   (49)
      Commercial   1,213   2,160   (947)   (44)
      Industrial   2,161   3,918   (1,757)   (45)
      Governmental   53   109   (56)   (51)
         Total retail   4,560   8,397   (3,837)   (46)
      Sales for resale                
        Associated companies   1,932   481   1,451    302 
        Non-associated companies   671   693   (22)   (3)
          Total   7,163   9,571   (2,408)   (25)
                     
                     
        Six Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $246   $480   ($234)   (49)
      Commercial   242   402   (160)   (40)
      Industrial   332   539   (207)   (38)
      Governmental   12   23   (11)   (48)
         Total retail   832   1,444   (612)   (42)
      Sales for resale                
        Associated companies   248   66   182    276 
        Non-associated companies   93   102   (9)   (9)
      Other   29   48   (19)   (40)
         Total   $1,202   $1,660   ($458)   (28)
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   2,224   4,532   (2,308)   (51)
      Commercial   2,348   4,184   (1,836)   (44)
      Industrial   4,298   7,502   (3,204)   (43)
      Governmental   106   221   (115)   (52)
         Total retail   8,976   16,439   (7,463)   (45)
      Sales for resale                
        Associated companies   2,678   1,234   1,444    117 
        Non-associated companies   1,335   1,544   (209)   (14)
         Total   12,989   19,217   (6,228)   (32)
                     
                     
    (1) Amounts for the three and six months ended June 30, 2008 reflect the effects of the separation of the Texas business. Amounts for the three and six months ended June 30, 2007 include the operations of Entergy Texas.

    79

     

    ENTERGY LOUISIANA, LLC

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Results of Operations

    Net Income

    Second Quarter 2008 Compared to Second Quarter 2007

    Net income increased $5.7 million primarily due to higher net revenue and higher other income, partially offset by higher other operation and maintenance expenses.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net income increased slightly, by $1.6 million, primarily due to higher net revenue, lower depreciation and amortization expenses, higher other income, and lower interest charges, substantially offset by higher other operation and maintenance expenses and a higher effective income tax rate.

    Net Revenue

    Second Quarter 2008 Compared to Second Quarter 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing the second quarter 2008 to the second quarter 2007.

     

     

    Amount

     

     

    (In Millions)

     

     

     

    2007 net revenue

     

    $246.4 

    Volume/weather

     

    12.9 

    Other

     

    (1.1)

    2008 net revenue

     

    $258.2 

    The volume/weather variance is primarily due to increased electricity usage, including the effect of more favorable weather compared to the same period in 2007. Billed retail electricity usage increased a total of 355 GWh in all sectors.

    Gross operating revenues and fuel and purchased power expenses

    Gross operating revenues increased primarily due to an increase of $75.9 million in fuel cost recovery revenues due to higher fuel rates and usage and an increase of $12.9 million related to volume/weather, as discussed above.

    Fuel and purchased power expenses increased primarily due to increases in the average market prices of natural gas and purchased power, offset by a decrease in the recovery from customers of deferred fuel costs.

    80

     

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing the six months ended June 30, 2008 to the six months ended June 30, 2007.

     

     

    Amount

     

     

    (In Millions)

     

     

     

    2007 net revenue

     

    $460.8 

    Volume/weather

     

    13.4 

    Other

     

    3.3 

    2008 net revenue

     

    $477.5 

    The volume/weather variance is primarily due to increased electricity usage, including the effect of more favorable weather compared to the same period in 2007. Billed retail electricity usage increased a total of 385 GWh in all sectors.

    Gross operating revenues and fuel and purchased power expenses

    Gross operating revenues increased primarily due to an increase of $27.4 million in fuel cost recovery revenues due to higher fuel rates and usage and an increase of $13.4 million related to volume/weather, as discussed above.

    Fuel and purchased power expenses increased primarily due to increases in the average market prices of natural gas and purchased power, offset by a decrease in the recovery from customers of deferred fuel costs.

    Other Income Statement Variances

    Second Quarter 2008 Compared to Second Quarter 2007

    Other operation and maintenance expenses increased primarily due to:

  • an increase of $1.4 million in payroll-related costs;
  • an increase of $1.2 million due to higher insurance premiums for non-nuclear property;
  • an increase of $1.0 million in loss reserves; and
  • an increase of $1.0 million in transmission spending due to additional costs related to compliance, substation maintenance, and line and vegetation maintenance.
  • Other income increased primarily due to interest earned on the deferred fuel balance and carrying charges on storm restoration costs approved by the LPSC.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Other operation and maintenance expenses increased primarily due to:

  • an increase of $6.9 million in fossil expenses due to a fossil plant maintenance outage in 2008;
  • an increase of $2.3 million due to higher insurance premiums for non-nuclear property;
  • an increase of $1.8 million in loss reserves; and
  • an increase of $1.7 million in transmission spending due to additional costs related to compliance, substation maintenance, and line and vegetation maintenance.
  • 81

     

    Depreciation and amortization expenses decreased primarily because Entergy Louisiana stopped recording depreciation on storm cost-related assets in the third quarter 2007. Recovery of the cost of those assets will now be through the securitization of storm costs as approved by the LPSC in the third quarter 2007. See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Hurricane Rita and Hurricane Katrina" in the Form 10-K for a discussion of the securitization approval.

    Other income increased primarily due to interest earned on the deferred fuel balance and carrying charges on storm restoration costs approved by the LPSC.

    Interest charges decreased primarily due to lower interest expense on money pool borrowings and a decrease in long-term debt outstanding as a result of the repurchase of $60 million Auction Rate governmental bonds in April 2008. These bonds are being held for remarketing at a later date.

    Income Taxes

    The effective income tax rate was 39.7% for the second quarters of 2008 and 2007. The effective income tax rates for the six months ended June 30, 2008 and 2007 were 41.5% and 38%, respectively. The difference in the effective income tax rate for the second quarters of 2008 and 2007 and the six months ended June 30, 2008 and 2007 versus the federal statutory rate of 35.0% are primarily due to book and tax differences related to utility plant items and state income taxes, partially offset by book and tax differences related to the allowance for equity funds used during construction and the amortization of investment tax credits.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the six months ended June 30, 2008 and 2007 were as follows:

     

     

    2008

     

    2007

     

     

    (In Thousands)

     

     

     

     

     

    Cash and cash equivalents at beginning of period

     

    $300 

     

    $2,743 

     

     

     

     

     

    Cash flow provided by (used in):

     

     

     

     

     

    Operating activities

     

     14,596 

     

    141,156 

     

    Investing activities

     

    (201,257)

     

    (130,609)

     

    Financing activities

     

    186,731 

     

    (10,548)

    Net increase (decrease) in cash and cash equivalents

     

    70 

     

    (1)

     

     

     

     

     

    Cash and cash equivalents at end of period

     

    $370 

     

    $2,742 

    Operating Activities

    Cash flow provided by operating activities decreased $126.6 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 primarily due to decreased recovery of deferred fuel costs, partially offset by the timing of collections from customers, the timing of payments to vendors, and a decrease of $28.5 million in income tax payments. Fuel prices have been increasing, and due to the time lag before the fuel adjustment rate increases in response, Entergy Louisiana has under-recovered fuel costs thus far in 2008.

    82

    Investing Activities

    Net cash flow used in investing activities increased $70.6 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 primarily due to:

  • increased spending on the Little Gypsy Unit 3 repowering project;
  • increased spending on various nuclear projects;
  • timing differences between nuclear fuel payments and reimbursements from the trust that occurred in 2007; and
  • more insurance proceeds received in 2007 than in 2008 relating to Hurricanes Katrina and Rita.
  • Financing Activities

    Financing activities provided cash of $186.7 million for the six months ended June 30, 2008 compared to using cash of $10.5 million for the six months ended June 30, 2007 primarily due to borrowings of $200 million on Entergy Louisiana's credit facility and money pool activity, partially offset by the repurchase, prior to maturity, of $60 million of Auction Rate governmental bonds, which are being held for remarketing at a later date. Increases in Entergy Louisiana's payable to the money pool are a source of cash flow, and Entergy Louisiana's payable to the money pool increased by $49.6 million for the six months ended June 30, 2008 compared to decreasing by $7.1 million for the six months ended June 30, 2007. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' need for external short-term borrowings.

    Capital Structure

    Entergy Louisiana's capitalization is balanced between equity and debt, as shown in the following table. The increase in the debt to capital ratio for Entergy Louisiana as of June 30, 2008 is primarily due to borrowings of $200 million on Entergy Louisiana's credit facility, partially offset by the repurchase, prior to maturity, of $60 million of Auction Rate governmental bonds.

    June 30,
    2008

    December 31,
    2007

     

     

    Net debt to net capital

     

    46.3%

    43.4%

    Effect of subtracting cash from debt

     

    -

    -

    Debt to capital

     

    46.3%

    43.4%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt and members' equity. Net capital consists of capital less cash and cash equivalents. Entergy Louisiana uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Louisiana's financial condition.

    Uses and Sources of Capital

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Louisiana's uses and sources of capital. Following are updates to the discussion in the Form 10-K.

    83

    Entergy Louisiana's payables to the money pool were as follows:

    June 30,
    2008

     

    December 31,
    2007

     

    June 30,
    2007

     

    December 31,
    2006

    (In Thousands)

     

     

     

     

     

     

     

    ($52,419)

     

    ($2,791)

     

    ($46,968)

     

    ($54,041)

    See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

    As discussed in the Form 10-K, Entergy Louisiana has a credit facility in the amount of $200 million scheduled to expire in August 2012. As of June 30, 2008, $200 million was outstanding on the credit facility.

    Hurricane Rita and Hurricane Katrina

    See the Form 10-K for a discussion of the effects of Hurricane Katrina and Hurricane Rita and Entergy's initiatives to recover storm restoration and business continuity costs and incremental losses, which includes obtaining reimbursement of certain costs covered by insurance and pursuing recovery through existing or new rate mechanisms regulated by the FERC and local regulatory bodies, in combination with securitization. In August and September 2005, Hurricane Katrina and Hurricane Rita, along with extensive flooding that resulted from levee breaks in and around Entergy Louisiana's service territory, caused catastrophic damage.

    Insurance Claims

    Entergy has settled its lawsuit against one of its excess insurers on the Hurricane Katrina claim, and in July 2008 received $71.5 million in proceeds on the claim. The July 2008 proceeds were allocated as follows: $2.0 million to Entergy Arkansas, $3.7 million to Entergy Gulf States Louisiana, $12.4 million to Entergy Louisiana, $1.8 million to Entergy Mississippi, and $48.4 million to Entergy New Orleans, with the remainder allocated in smaller amounts to other Entergy subsidiaries.

    Act 55 Storm Cost Financings

    In March 2008, Entergy Gulf States Louisiana, Entergy Louisiana, and the Louisiana Utilities Restoration Corporation (LURC), an instrumentality of the State of Louisiana, filed at the LPSC an application requesting that the LPSC grant financing orders authorizing the financing of Entergy Gulf States Louisiana and Entergy Louisiana storm costs, storm reserves, and issuance costs pursuant to Act 55 of the Louisiana Legislature (Act 55 financings). The Act 55 financings are expected to produce additional customer benefits as compared to Act 64 traditional securitization.  Entergy Gulf States Louisiana and Entergy Louisiana also filed an application requesting LPSC approval for ancillary issues including the mechanism to flow charges and savings to customers via a Storm Cost Offset rider.  On April 3, 2008, the Louisiana State Bond Commission granted preliminary approval for the Act 55 financings.  On April 8, 2008, the Louisiana Public Facilities Authority (LPFA), which is the issuer of the bonds pursuant to the Act 55 financings, approved requests for the Act 55 financings.  On April 10, 2008, Entergy Gulf States Louisiana and Entergy Louisiana and the LPSC Staff filed with the LPSC an uncontested stipulated settlement that includes Entergy Gulf States Louisiana and Entergy Louisiana's proposals under the Act 55 financings, which includes a commitment to pass on to customers a minimum of $10 million and $30 million of customer benefits, respectively.  On April 16, 2008, the LPSC approved the settlement and issued two financing orders and one ratemaking order intended to facilitate implementation of the Act 55 financings.  On May 6, 2008, the State Bond Commission voted to approve the Act 55 financings.

    On July 29, 2008, the LPFA issued $679 million in bonds under the aforementioned Act 55.  From the bond proceeds received by Entergy Louisiana from the LURC, Entergy Louisiana invested $527 million in affiliate securities.  The LURC deposited $152 million in a restricted escrow account as a storm damage reserve for Entergy Louisiana.  As approved by the April 16, 2008 LPSC orders, Entergy Louisiana withdrew $17.8 million from the restricted escrow account and also invested this amount in affiliate securities.

    84

    Little Gypsy Repowering Project

    The preconstruction and operating air permits for the Little Gypsy repowering project were issued by the Louisiana Department of Environmental Quality (LDEQ) in November 2007 under then-effective federal and state air regulations, including the EPA's Clean Air Mercury Rule that had been issued in 2005 (CAMR 2005). As discussed in more detail in part I, Item 1, "Environmental Regulation, Clean Air Act and Subsequent Amendments, Hazardous Air Pollutants" in the Form 10-K, in February 2008 the U.S. Court of Appeals for the D.C. Circuit struck down CAMR 2005. The D.C. Circuit decision requires utilities that have not yet begun construction of the facility in question to undergo a case-by-case Maximum Achievable Control Technology (MACT) analysis for construction or reconstruction of emission units pursuant to the Clean Air Act before beginning construction. The Little Gypsy project as currently configured is expected to meet MACT standards. Little Gypsy received its construction permit before a formal MACT analysis was required, however, and Entergy Louisiana has sought a MACT determination from the LDEQ. The filing was made in June 2008, and the LDEQ has certified that the filing is complete. A decision on the MACT determination is expected by first quarter 2009. Entergy Louisiana also is awaiting permit determinations from several additional agencies. These permits are unrelated to CAMR 2005 and always have been part of the construction process. Onsite construction of the project was scheduled to begin in July 2008, but obtaining the MACT determination will cause a delay in the start of construction, which Entergy Louisiana now expects to begin in mid-year 2009. This delays the expected commercial operation date of the project to mid-2013. The LPSC approved the temporary suspension of Phase II of the Little Gypsy proceedings because Entergy Louisiana must update its estimated project cost and schedule in order to support the request to recover cash earnings on its construction work in progress costs. Entergy Louisiana plans to refile the Phase II case in September 2008, and a decision is expected in the first quarter 2009. The LPSC Phase I order has been appealed to the state district court in Baton Rouge, Louisiana by a group led by the Sierra Club and represented by the Tulane Environmental Law Clinic. A procedural schedule for the appeal has not been set.

    Entergy Louisiana expects a net reduction of committed capital expenditures for 2008-2010 of approximately $210 million from the estimates disclosed in the Form 10-K as a result of delayed construction of the Little Gypsy repowering project. The delay is expected to increase the total project cost, however, from approximately $1.55 billion to $1.76 billion, primarily due to price escalation on non-contracted equipment and material and increased carrying cost due to the extended construction period.

    Waterford 3 Steam Generator Replacement Project

    As discussed in more detail in the Form 10-K, Entergy Louisiana plans to replace the Waterford 3 steam generators, along with the reactor vessel closure head and control element drive mechanisms, in 2011.  In June 2008, Entergy Louisiana filed with the LPSC for approval of the project, including full cost recovery. Entergy Louisiana estimates in the filing that it will spend approximately $511 million on this project. The petition seeks relief in two phases. Phase I seeks certification within 120 days that the public convenience and necessity would be served by undertaking this project. Among other relief requested, Entergy Louisiana is also seeking approval for a procedure to synchronize permanent base rate recovery when the project is placed in service, either by a formula rate plan or base rate filing. In Phase II, Entergy Louisiana will seek cash earnings on construction work in progress. A status conference was held on July 31, 2008, and a procedural schedule for Phase I was adopted providing for hearings in October 2008 and LPSC consideration in December 2008.

    Significant Factors and Known Trends

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of state and local rate regulation, federal regulation, the Energy Policy Act of 2005, utility restructuring, nuclear matters, and environmental risks. Following are updates to the information provided in the Form 10-K.

    85

    Retail Rates

    In May 2008, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2007 test year, seeking an $18.4 million rate increase, comprised of $12.6 million of recovery of incremental and deferred capacity costs and $5.8 million related to lost contribution to fixed costs associated with the loss of customers due to Hurricane Katrina. The filing includes two alternative versions of the calculated revenue requirement, one that reflects Entergy Louisiana's full request for recovery of the loss of fixed cost contribution and the other that reflects the anticipated rate implementation in September 2008, subject to refund, of only a portion of the full request, with the remainder deferred, until the lost fixed cost contribution issue is resolved. Under the first alternative, Entergy Louisiana's earned return on common equity was 9.44%, whereas under the other alternative, its earned return on common equity was 9.04%. The LPSC staff and intervenors issued their reports on Entergy Louisiana's filing on July 31, 2008 and, with minor exceptions, primarily raised proposed disallowance issues that were previously raised with regard to Entergy Louisiana's May 2007 filing and remain at issue in that proceeding. Entergy Louisiana disagrees with the majority of the proposed adjustments.

    In May 2007, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2006 test year, indicating a 7.6% earned return on common equity. That filing included Entergy Louisiana's request to recover $39.8 million in unrecovered fixed costs associated with the loss of customers that resulted from Hurricane Katrina, a request that was recently reduced to $31.7 million. In September 2007, Entergy Louisiana modified its formula rate plan filing to reflect its implementation of certain adjustments proposed by the LPSC Staff in its review of Entergy Louisiana's original filing with which Entergy Louisiana agreed, and to reflect its implementation of an $18.4 million annual formula rate plan increase comprised of (1) a $23.8 million increase representing 60% of Entergy Louisiana revenue deficiency, and (2) a $5.4 million decrease for reduced incremental and deferred capacity costs. The LPSC authorized Entergy Louisiana to defer for accounting purposes the difference between its $39.8 million claim, now at $31.7 million, for unrecovered fixed cost and 60% of the revenue deficiency to preserve Entergy Louisiana's right to pursue that claim in full during the formula rate plan proceeding. In October 2007, Entergy Louisiana implemented a $7.1 million formula rate plan decrease that was due primarily to the reclassification of certain franchise fees from base rates to collection via a line item on customer bills pursuant to an LPSC Order. The LPSC staff and intervenors have recommended disallowance of certain costs included in Entergy Louisiana's filing. Entergy Louisiana disagrees with the majority of the proposed disallowances and a hearing on the disputed issues is set to begin in late September 2008.

    In May 2006, Entergy Louisiana made its formula rate plan filing with the LPSC for the 2005 test year. Entergy Louisiana modified the filing in August 2006 to reflect a 9.45% return on equity which is within the allowed bandwidth. The modified filing includes an increase of $24.2 million for interim recovery of storm costs from Hurricanes Katrina and Rita and a $119.2 million rate increase to recover LPSC-approved incremental deferred and ongoing capacity costs. The filing requested recovery of approximately $50 million for the amortization of capacity deferrals over a three-year period, including carrying charges, and approximately $70 million for ongoing capacity costs. The increase was implemented, subject to refund, with the first billing cycle of September 2006. Entergy Louisiana subsequently updated its formula rate plan rider to reflect adjustments proposed by the LPSC Staff with which it agrees. The adjusted return on equity of 9.56% remains within the allowed bandwidth. Ongoing and deferred incremental capacity costs were reduced to $118.7 million. The updated formula rate plan rider was implemented, subject to refund, with the first billing cycle of October 2006. An uncontested stipulated settlement was filed in February 2008 that will leave the current base rates in place, and the LPSC approved the settlement in March 2008. In the settlement Entergy Louisiana agreed to credit customers $7.2 million, plus $0.7 million of interest, for customer contributions to the Central States Compact in Nebraska that was never completed and agreed to a one-time $2.6 million deduction from the deferred capacity cost balance. The credit, for which Entergy Louisiana had previously recorded a provision, was made in May 2008.

    Federal Regulation

    See "System Agreement Proceedings" and "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

    86

     

    Critical Accounting Estimates

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Louisiana's accounting for nuclear decommissioning costs, unbilled revenue, and qualified pension and other postretirement benefits.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

    87

     

    ENTERGY LOUISIANA, LLC
    INCOME STATEMENTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
     
      Three Months Ended   Six Months Ended
        2008   2007   2008   2007
        (In Thousands)   (In Thousands)
                     
    OPERATING REVENUES                
    Electric   $753,778    $656,299    $1,318,522    $1,273,778 
                     
    OPERATING EXPENSES                
    Operation and Maintenance:                
      Fuel, fuel-related expenses, and                
       gas purchased for resale   142,279    172,762    255,274    366,718 
      Purchased power   342,322    226,165    564,849    423,928 
      Nuclear refueling outage expenses   4,222    4,418    8,725    8,615 
      Other operation and maintenance   111,537    104,694    212,409    196,161 
    Decommissioning   4,931    4,591     9,775    9,099 
    Taxes other than income taxes   16,507    14,962    31,248    28,776 
    Depreciation and amortization   47,909    49,214    94,970    98,192 
    Other regulatory charges - net   10,944    10,949    20,927    22,292 
    TOTAL   680,651    587,755    1,198,177    1,153,781 
                     
    OPERATING INCOME   73,127    68,544    120,345    119,997 
                     
    OTHER INCOME                
    Allowance for equity funds used during construction   3,765    2,309    7,022    6,257 
    Interest and dividend income   3,956    1,861    8,705    5,455 
    Miscellaneous - net   (727)   (456)   (1,939)   (1,688)
    TOTAL   6,994    3,714    13,788    10,024 
                     
    INTEREST AND OTHER CHARGES  
    Interest on long-term debt   18,777    20,350    38,332    40,583 
    Other interest - net   3,031    2,359    4,186    5,719 
    Allowance for borrowed funds used during construction   (2,308)   (1,554)   (4,304)   (4,300)
    TOTAL   19,500    21,155    38,214    42,002 
                     
    INCOME BEFORE INCOME TAXES   60,621    51,103    95,919    88,019 
                     
    Income taxes   24,077    20,305    39,780    33,453 
                     
    NET INCOME   36,544    30,798    56,139    54,566 
                     
    Preferred distribution requirements and other   1,738    1,737    3,475    3,475 
                     
    EARNINGS APPLICABLE TO                
    COMMON EQUITY   $34,806    $29,061    $52,664    $51,091 
                     
    See Notes to Financial Statements.                

    88

     

    ENTERGY LOUISIANA, LLC
    STATEMENTS OF CASH FLOWS
    For the Six Months Ended June 30, 2008 and 2007
    (Unaudited)
             
        2008   2007
        (In Thousands)
             
    OPERATING ACTIVITIES        
    Net income   $56,139    $54,566 
    Adjustments to reconcile net income to net cash flow provided by operating activities:        
      Reserve for regulatory adjustments     (179)
      Other regulatory charges - net   20,927    22,292 
      Depreciation, amortization, and decommissioning   104,745    107,291 
      Deferred income taxes, investment tax credits, and non-current taxes accrued   55,975    5,252 
      Changes in working capital:        
        Receivables   (49,797)   (108,934)
        Accounts payable   134,714    (51,003)
        Taxes accrued   19,130    48,577 
        Interest accrued   (7,248)   (23)
        Deferred fuel costs   (260,114)   24,968 
        Other working capital accounts   (106,877)   62,853 
      Provision for estimated losses and reserves   2,630    (3,299)
      Changes in other regulatory assets   12,824    2,466 
      Other   31,548    (23,671)
    Net cash flow provided by operating activities   14,596    141,156 
             
    INVESTING ACTIVITIES        
    Construction expenditures   (203,859)   (153,715)
    Allowance for equity funds used during construction   7,022    6,257 
    Insurance proceeds   612    10,065 
    Nuclear fuel purchases   (70,626)   (3,103)
    Proceeds from the sale/leaseback of nuclear fuel   70,216    14,279 
    Changes in other investments - net   (500)  
    Proceeds from nuclear decommissioning trust fund sales   9,293    6,423 
    Investment in nuclear decommissioning trust funds   (13,415)   (10,815)
    Net cash flow used in investing activities   (201,257)   (130,609)
             
    FINANCING ACTIVITIES        
    Additional equity from parent     1,119 
    Retirement of long-term debt   (60,000)  
    Changes in credit borrowing - net   200,000   
    Change in money pool payable - net   49,628    (7,073)
    Distributions paid:        
      Preferred membership interests   (2,897)   (4,594)
    Net cash flow provided by (used in) financing activities   186,731    (10,548)
             
    Net increase (decrease) in cash and cash equivalents   70    (1)
             
    Cash and cash equivalents at beginning of period   300    2,743 
             
    Cash and cash equivalents at end of period   $370    $2,742 
             
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
    Cash paid during the period for:        
      Interest - net of amount capitalized   $48,039    $44,328 
      Income taxes   $1,250    $29,736 
             
    See Notes to Financial Statements.        

    89

     

    ENTERGY LOUISIANA, LLC
    BALANCE SHEETS
    ASSETS
    June 30, 2008 and December 31, 2007
    (Unaudited)
             
      2008   2007
      (In Thousands)
             
    CURRENT ASSETS        
    Cash and cash equivalents   $370    $300 
    Accounts receivable:        
      Customer   138,458    96,679 
      Allowance for doubtful accounts   (1,329)   (1,988)
      Associated companies   90,769    91,873 
      Other   9,878    14,186 
      Accrued unbilled revenues   88,631    75,860 
         Total accounts receivable   326,407    276,610 
    Deferred fuel costs   211,330   
    Accumulated deferred income taxes     15,229 
    Materials and supplies - at average cost   112,428    108,959 
    Deferred nuclear refueling outage costs   26,072    7,080 
    Gas hedge contracts   52,789   
    Prepayments and other   15,251    7,820 
    TOTAL   744,647    415,998 
             
    OTHER PROPERTY AND INVESTMENTS        
    Decommissioning trust funds   209,562    221,971 
    Non-utility property - at cost (less accumulated depreciation)   1,397    1,488 
    Note receivable - Entergy New Orleans   9,353    9,353 
    Other   504   
    TOTAL   220,816    232,816 
             
    UTILITY PLANT        
    Electric   6,671,733    6,550,597 
    Property under capital lease   253,387    253,387 
    Construction work in progress   321,695    276,974 
    Nuclear fuel under capital lease   98,511    44,532 
    TOTAL UTILITY PLANT   7,345,326    7,125,490 
    Less - accumulated depreciation and amortization   3,168,205    3,095,473 
    UTILITY PLANT - NET   4,177,121    4,030,017 
             
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
      SFAS 109 regulatory asset - net   116,388    117,322 
      Other regulatory assets   820,116    832,449 
      Deferred fuel costs   67,998    67,998 
    Long-term receivables   1,772    2,982 
    Other   25,948    23,539 
    TOTAL   1,032,222    1,044,290 
             
    TOTAL ASSETS   $6,174,806    $5,723,121 
             
    See Notes to Financial Statements.        

    90

    ENTERGY LOUISIANA, LLC
    BALANCE SHEETS
    LIABILITIES AND MEMBERS' EQUITY
    June 30, 2008 and December 31, 2007
    (Unaudited)
             
      2008   2007
      (In Thousands)
     
    CURRENT LIABILITIES        
    Accounts payable:        
      Associated companies   $174,405    $65,930 
      Other   224,518    148,651 
    Customer deposits   78,505    79,013 
    Taxes accrued   26,886    7,756 
    Accumulated deferred income taxes   73,567   
    Interest accrued   22,491    29,739 
    Deferred fuel costs     48,784 
    Obligations under capital leases   42,714    42,714 
    Pension and other postretirement liabilities   8,936    8,772 
    System agreement cost equalization   30,090    46,000 
    Other   11,020    18,961 
    TOTAL   693,132    496,320 
             
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued   1,763,322    1,803,430 
    Accumulated deferred investment tax credits   84,446    86,045 
    Obligations under capital leases   55,797    1,818 
    Other regulatory liabilities   156,220    127,836 
    Decommissioning   266,841    257,066 
    Accumulated provisions   21,035    18,405 
    Pension and other postretirement liabilities   149,475    145,786 
    Long-term debt   1,287,666    1,147,660 
    Other   89,703    85,214 
    TOTAL   3,874,505    3,673,260 
             
    Commitments and Contingencies        
             
    MEMBERS' EQUITY        
    Preferred membership interests without sinking fund   100,000    100,000 
    Members' equity   1,534,173    1,481,509 
    Accumulated other comprehensive loss   (27,004)   (27,968)
    TOTAL   1,607,169    1,553,541 
             
    TOTAL LIABILITIES AND MEMBERS' EQUITY   $6,174,806    $5,723,121 
             
    See Notes to Financial Statements.        

    91

    ENTERGY LOUISIANA, LLC
    STATEMENTS OF MEMBERS' EQUITY AND COMPREHENSIVE INCOME
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
                     
        Three Months Ended
        2008   2007
        (In Thousands)
    MEMBERS' EQUITY                
    Members' Equity - Beginning of period   $1,499,367        $1,367,152     
                     
      Add:                
        Net income   36,544    $36,544   30,798    $30,798
                     
      Deduct:                
        Distributions declared:                
          Preferred membership interests   1,738    1,738   1,737    1,737
        1,738        1,737     
                     
    Members' Equity - End of period   $1,534,173        $1,396,213     
                     
                     
                     
                     
    ACCUMULATED OTHER COMPREHENSIVE                
    INCOME (Net of Taxes):                
    Balance at beginning of period:                
      Pension and other postretirement liabilities   ($27,486)       ($25,184)    
                     
    Pension and other postretirement liabilities (net of tax expense of $409 and $466)   482    482   511    511
                     
    Balance at end of period:                
      Pension and other postretirement liabilities   ($27,004)       ($24,673)    
    Comprehensive Income       $35,288       $29,572
                     
                     
                     
        Six Months Ended
        2008   2007
        (In Thousands)
    MEMBERS' EQUITY                
    Members' Equity - Beginning of period   $1,481,509        $1,344,003     
                     
      Add:                
        Net income   56,139    $56,139   54,566    $54,566
        Additional equity from parent   -        1,119     
        56,139        55,685     
                     
      Deduct:                
        Distributions declared:                
          Preferred membership interests   3,475    3,475   3,475    3,475
        3,475        3,475     
                     
    Members' Equity - End of period   $1,534,173        $1,396,213     
                     
                     
                     
                     
    ACCUMULATED OTHER COMPREHENSIVE                
    INCOME (Net of Taxes):                
    Balance at beginning of period:                
     Pension and other postretirement liabilities   ($27,968)       ($25,695)    
                     
    Pension and other postretirement liabilities (net of tax expense of $818 and $932)   964    964   1,022    1,022
                     
    Balance at end of period:                
      Pension and other postretirement liabilities   ($27,004)       ($24,673)    
    Comprehensive Income       $53,628       $52,113
                     
                     
                     
                     
    See Notes to Financial Statements.                

    92

     

    ENTERGY LOUISIANA, LLC
    SELECTED OPERATING RESULTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
     
                     
        Three Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $215   $185   $30    16 
      Commercial   155   137   18    13 
      Industrial   259   217   42    19 
      Governmental   11   11   -   
         Total retail   640   550   90    16 
      Sales for resale                
        Associated companies   66   70   (4)   (6)
        Non-associated companies   3   2   1    50 
      Other   45   34   11    32 
         Total   $754   $656   $98    15 
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   1,976   1,854   122   
      Commercial   1,435   1,375   60   
      Industrial   3,437   3,268   169   
      Governmental   113   109   4   
         Total retail   6,961   6,606   355   
      Sales for resale                 
        Associated companies   630   610   20   
        Non-associated companies   30   26   4    15 
         Total   7,621   7,242   379   
                     
                     
        Six Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $397   $381   $16   
      Commercial   283   273   10   
      Industrial   464   442   22   
      Governmental   22   22   -   
         Total retail   1,166   1,118   48   
      Sales for resale                
        Associated companies   97   107   (10)   (9)
        Non-associated companies   5   4   1    25 
      Other   51   45   6    13 
         Total   $1,319   $1,274   $45   
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   3,946   3,807   139     4 
      Commercial   2,743   2,674   69   
      Industrial   6,667   6,496   171   
      Governmental   230   224   6   
         Total retail   13,586   13,201   385   
      Sales for resale                
        Associated companies   1,110   952   158    17 
        Non-associated companies   53   58   (5)   (9)
         Total   14,749   14,211   538   
                     
                     

    93

     

    ENTERGY MISSISSIPPI, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Results of Operations

    Net Income

    Second Quarter 2008 Compared to Second Quarter 2007

    Net income increased slightly by $0.8 million primarily due to higher net revenue substantially offset by higher other operation and maintenance expenses and a higher effective income tax rate in 2008.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net income increased slightly by $1.1 million primarily due to higher net revenue substantially offset by higher other operation and maintenance expenses, lower other income, and a higher effective income tax rate in 2008.

    Net Revenue

    Second Quarter 2008 Compared to Second Quarter 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing the second quarter 2008 to the second quarter 2007.

       

    Amount

       

    (In Millions)

         

    2007 net revenue

     

    $126.0 

    Base revenue

     

    2.7 

    Attala costs

     

    2.2 

    Price applied to unbilled electric sales

     

    1.9 

    Volume/weather

     

    1.9 

    Rider revenue

     

    1.8 

    Other

     

    (1.1)

    2008 net revenue

     

    $135.4 

    The base revenue variance is primarily due to a formula rate plan increase effective July 2007. The formula rate plan is discussed in Note 2 to the financial statements in the Form 10-K.

    The Attala costs variance is primarily due to an increase in the Attala power plant costs that are recovered through the power management rider. The net income effect of this recovery is limited to a portion representing an allowed return on equity with the remainder offset by Attala power plant costs in other operation and maintenance expenses, depreciation expenses, and taxes other than income taxes. The recovery of Attala power plant costs is discussed in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources - Use of Capital" in the Form 10-K.

    The price applied to unbilled electric sales variance is primarily due to higher base rates included in the unbilled calculation. See Note 1 to the financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

    94

     

    The volume/weather variance is primarily due to increased electricity usage in the residential and commercial sectors, including the effect of more favorable weather on billed electric sales compared to the same period in 2007. Billed retail electricity usage increased a total of 34 GWh in the residential and commercial sectors.

    The rider revenue variance is the result of a storm damage rider that became effective in October 2007. The establishment of this rider results in an increase in rider revenue and a corresponding increase in other operation and maintenance expense for the storm reserve with no impact on net income.

    Fuel and purchased power expenses and other regulatory charges

    Fuel and purchased power expenses decreased primarily due to decreased recovery from customers of deferred fuel costs partially offset by increases in the average market prices of natural gas and purchased power.

    Other regulatory charges increased primarily due to increased recovery through the Grand Gulf Rider of Grand Gulf capacity costs due to higher rates and increased usage and increased recovery of costs associated with the power management recovery rider. There is no material effect on net income due to quarterly adjustments to the power management recovery rider.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing the six months ended June 30, 2008 to the six months ended June 30, 2007.

       

    Amount

       

    (In Millions)

         

    2007 net revenue

     

    $220.0 

    Attala costs

     

    5.6 

    Base revenue

     

    5.4 

    Volume/weather

     

    4.1 

    Rider revenue

     

    3.7 

    Price applied to unbilled electric sales

     

    2.0 

    Other

     

    0.1 

    2008 net revenue

     

    $240.9 

    The Attala costs variance is primarily due to an increase in the Attala power plant costs that are recovered through the power management rider. The net income effect of this recovery is limited to a portion representing an allowed return on equity with the remainder offset by Attala power plant costs in other operation and maintenance expenses, depreciation expenses, and taxes other than income taxes. The recovery of Attala power plant costs is discussed in "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources - Use of Capital" in the Form 10-K.

    The base revenue variance is primarily due to a formula rate plan increase effective July 2007. The formula rate plan is discussed in Note 2 to the financial statements in the Form 10-K.

    The volume/weather variance is primarily due to increased electricity usage in the residential and commercial sectors, including the effect of more favorable weather on billed electric sales compared to the same period in 2007. Billed retail electricity usage increased a total of 99 GWh in the residential and commercial sectors.

    The rider revenue variance is the result of a storm damage rider that became effective in October 2007. The establishment of this rider results in an increase in rider revenue and a corresponding increase in other operation and maintenance expense for the storm reserve with no impact on net income.

    95

    The price applied to unbilled electric sales variance is primarily due to higher base rates included in the unbilled calculation. See Note 1 to the financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

    Gross operating revenues and other regulatory charges

    Gross operating revenues increased primarily due to:

  • an increase of $16.6 million in fuel cost recoveries due to higher fuel rates and increased usage; and
  • the base revenue, volume/weather, and pass-through rider revenue variances discussed above.
  • Other regulatory charges increased primarily due to increased recovery through the Grand Gulf Rider of Grand Gulf capacity costs due to higher rates and increased usage and increased recovery of costs associated with the power management recovery rider. There is no material effect on net income due to quarterly adjustments to the power management recovery rider.

    Other Income Statement Variances

    Second Quarter 2008 Compared to Second Quarter 2007

    Other operation and maintenance expenses increased primarily due to:

  • an increase of $2.8 million in loss reserves for storm damages;

  • an increase of $1.4 million due to higher fossil plant maintenance costs; and

  • an increase of $1.3 million due to increased commercial property insurance premiums.

  • Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Other operation and maintenance expenses increased primarily due to:

  • an increase of $5.1 million in loss reserves for storm damages;

  • an increase of $3.7 million in fossil expenses due to higher plant maintenance costs and Attala equipment service agreement expenses; and

  • an increase of $1.3 million due to increased commercial property insurance premiums.

  • Other income decreased primarily due to the gain recorded in 2007 on the sale of non-utility property.

    Income Taxes

    The effective income tax rate was 37.2% for the second quarter 2008 and 36% for the six months ended June 30, 2008. The difference in the effective income tax rate for the second quarter of 2008 versus the federal statutory rate of 35% is primarily due to state income taxes.

    The effective income tax rate was 29.1% for the second quarter 2007 and 30.6% for the six months ended June 30, 2007. The difference in the effective income tax rates for the second quarter 2007 and the six months ended June 30, 2007 versus the federal statutory rate of 35% is primarily due to the amortization of investment tax credits and excess deferred income taxes and a federal tax reserve adjustment, partially offset by state income taxes and book and tax differences related to utility plant items. The decrease for the six months ended June 30, 2007 is also due to book and tax differences related to the allowance for equity funds used during construction.

    96

     

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the six months ended June 30, 2008 and 2007 were as follows:

     

     

    2008

     

    2007

     

     

    (In Thousands)

     

     

     

     

     

    Cash and cash equivalents at beginning of period

     

    $40,582 

     

    $73,417 

     

     

     

     

     

    Cash flow provided by (used in):

     

     

     

     

     

    Operating activities

     

    12,372 

     

    64,936 

     

    Investing activities

     

    (77,357)

     

    16,619 

     

    Financing activities

     

    37,519 

     

    (107,814)

    Net decrease in cash and cash equivalents

     

    (27,466)

     

    (26,259)

     

     

     

     

     

    Cash and cash equivalents at end of period

     

    $13,116 

     

    $47,158 

    Operating Activities

    Cash flow provided by operating activities decreased $52.6 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 primarily due to the decreased recovery of deferred fuel costs and securitization proceeds of $48 million received in 2007, partially offset by the timing of payments to vendors. Fuel prices have been increasing, and due to the time lag before the fuel recovery rate increases in response, Entergy Mississippi has under-recovered fuel costs thus far in 2008.

    Investing Activities

    Entergy Mississippi's investing activities used $77.4 million in cash flow for the six months ended June 30, 2008 compared to providing $16.6 million for the six months ended June 30, 2007 primarily due to the receipt of proceeds in 2007 from funds held in trust in 2006 that were used for the redemption in January 2007, prior to maturity, of its $100 million, 4.35% Series First Mortgage Bonds and money pool activity, partially offset by the transfer in 2007 of $30 million to a storm damage reserve escrow account.

    Increases in Entergy Mississippi's receivable from the money pool are a use of cash flow, and Entergy Mississippi's receivable from the money pool increased by $7.4 million for the six months ended June 30, 2008 compared to decreasing by $13.9 million for the six months ended June 30, 2007. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' need for external short-term borrowings.

    Financing Activities

    Entergy Mississippi's financing activities provided $37.5 million in cash flow for the six months ended June 30, 2008 compared to using $107.8 million in cash flow for the six months ended June 30, 2007 primarily due to the redemption, prior to maturity, of $100 million of 4.35% Series First Mortgage Bonds in January 2007 and borrowings of $50 million in 2008 on Entergy Mississippi's credit facility.

    97

    Capital Structure

    Entergy Mississippi's capitalization is balanced between equity and debt, as shown in the following table.

     

     

    June 30,
    2008

     

    December 31,
    2007

     

     

     

     

     

    Net debt to net capital

     

    50.6%

     

    48.4%

    Effect of subtracting cash from debt

     

    0.5%

     

    1.5%

    Debt to capital

     

    51.1%

     

    49.9%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt and shareholders' equity. Net capital consists of capital less cash and cash equivalents. Entergy Mississippi uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Mississippi's financial condition.

    Uses and Sources of Capital

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy Mississippi's uses and sources of capital. Following are updates to the information presented in the Form 10-K.

    Entergy Mississippi's receivables from the money pool were as follows:

    June 30,
    2008

     

    December 31,
    2007

     

    June 30,
    2007

     

    December 31,
    2006

    (In Thousands)

     

     

     

     

     

     

     

    $28,398

     

    $20,997

     

    $19,057

     

    $39,573

    In May 2007, $6.6 million of Entergy Mississippi's receivable from the money pool was replaced by a note receivable from Entergy New Orleans. See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

    As discussed in the Form 10-K, Entergy Mississippi has two separate credit facilities in the aggregate amount of $50 million and renewed both facilities through May 2009. Borrowings under the credit facilities may be secured by a security interest in Entergy Mississippi's accounts receivable. As of June 30, 2008, $50 million was outstanding on the credit facilities.

    In April 2008, Entergy Mississippi repurchased its $30 million series of Independence County Pollution Control Revenue Bonds due July 2022. At the time of repurchase, the bonds were converted from an Auction Rate mode to a Daily Mode. In June 2008, Entergy Mississippi remarketed the series and converted the bonds to a Multi Annual Mode and fixed the rate to maturity at 4.90%. Entergy Mississippi used the proceeds from the remarketing to repay short-term borrowings that were drawn on its credit facilities to repurchase the bonds in April 2008.

    Significant Factors and Known Trends

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of state and local rate regulation, federal regulation, the Energy Policy Act of 2005, and utility restructuring. Following is an update to that discussion.

    98

     

    State and Local Rate Regulation

    Fuel and purchased power cost recovery

    In May 2008, Entergy Mississippi filed its quarterly fuel adjustment factor for the third quarter 2008, effective beginning with July 2008 bills. The third quarter 2008 factor is $0.038861/kWh, which is an increase from the $0.010878/kWh factor for the second quarter 2008. The increase is due to a significant increase in fuel prices, and Entergy Mississippi has gone from an over-recovery to an under-recovery position during 2008. In July 2008, the MPSC began a proceeding to investigate the fuel procurement practices and fuel adjustment schedules of the Mississippi utility companies, including Entergy Mississippi. A two-day public hearing was held in July 2008, and after a recess as the MPSC reviewed information, the hearing resumed on August 5, 2008 for additional testimony by an expert witness retained by the MPSC. The expert witness presented testimony regarding a review of the utilities' fuel adjustment clauses.  The MPSC stated that the goal of the proceeding is fact-finding so that the MPSC may decide whether to amend the current fuel cost recovery process.

    Formula rate plan filing

    In March 2008, Entergy Mississippi made its annual scheduled formula rate plan filing for the 2007 test year with the MPSC.  The filing showed that a $10.1 million increase in annual electric revenues is warranted. In June 2008, Entergy Mississippi reached a settlement with the Mississippi Public Utilities Staff that results in a $3.8 million rate increase. An MPSC decision on the settlement is pending.

    Federal Regulation

    See "System Agreement Proceedings" and "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

    Critical Accounting Estimates

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy Mississippi's accounting for unbilled revenue and qualified pension and other postretirement benefits.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

    99

     

    ENTERGY MISSISSIPPI, INC.
    INCOME STATEMENTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
         
        Three Months Ended   Six Months Ended
        2008   2007   2008   2007
        (In Thousands)   (In Thousands)
                     
    OPERATING REVENUES                
    Electric   $351,982    $345,916    $646,832    $616,441 
                     
    OPERATING EXPENSES                
    Operation and Maintenance:                
      Fuel, fuel-related expenses, and                
       gas purchased for resale   70,428    101,101    149,192    172,075 
      Purchased power   120,269    109,286    216,368    205,121 
      Other operation and maintenance   59,240    52,593    110,346    97,708 
    Taxes other than income taxes   15,163    16,875    29,974    31,890 
    Depreciation and amortization   20,860    19,942    41,274    40,211 
    Other regulatory charges - net   25,915    9,489    40,400    19,284 
    TOTAL   311,875    309,286    587,554    566,289 
                      
    OPERATING INCOME   40,107    36,630    59,278    50,152 
                     
    OTHER INCOME                
    Allowance for equity funds used during construction   838    717    1,614    2,393 
    Interest and dividend income   564    1,193    774    2,641 
    Miscellaneous - net   1,606    (60)   944    2,192 
    TOTAL   3,008    1,850    3,332    7,226 
                     
    INTEREST AND OTHER CHARGES      
    Interest on long-term debt   10,195    10,437    20,745    20,819 
    Other interest - net   1,309    1,247    2,445    2,482 
    Allowance for borrowed funds used during construction   (468)   (461)   (902)   (1,580)
    TOTAL   11,036    11,223    22,288    21,721 
                     
    INCOME BEFORE INCOME TAXES   32,079    27,257    40,322    35,657 
                     
    Income taxes   11,949    7,926    14,513    10,917 
                      
    NET INCOME   20,130    19,331    25,809    24,740 
                     
    Preferred dividend requirements and other   707    707    1,414    1,414 
                     
    EARNINGS APPLICABLE TO                
    COMMON STOCK   $19,423    $18,624    $24,395    $23,326 
                     
    See Notes to Financial Statements.                
                     
                     

    100

    ENTERGY MISSISSIPPI, INC.
    STATEMENTS OF CASH FLOWS
    For the Six Months Ended June 30, 2008 and 2007
    (Unaudited)
         
        2008   2007
        (In Thousands)
             
    OPERATING ACTIVITIES        
    Net income   $25,809    $24,740 
    Adjustments to reconcile net income to net cash flow provided by operating activities:        
      Other regulatory charges - net   40,400    19,284 
      Depreciation and amortization   41,274    40,211 
      Deferred income taxes, investment tax credits, and non-current taxes accrued   (899)   (9,601)
      Changes in working capital:        
        Receivables   (44,248)   (51,782)
        Fuel inventory   817    (796)
        Accounts payable   78,455    25,687 
        Taxes accrued   (4,678)   3,390 
        Interest accrued   1,026    1,166 
        Deferred fuel costs   (121,576)   (49,507)
        Other working capital accounts   (27,681)   25,726 
      Provision for estimated losses and reserves   (7,320)   39,016 
      Changes in other regulatory assets   6,250    19,764 
      Other   24,743    (22,362)
    Net cash flow provided by operating activities   12,372    64,936 
             
    INVESTING ACTIVITIES        
    Construction expenditures   (70,992)   (72,305)
    Allowance for equity funds used during construction   1,614    2,393 
    Changes in other temporary investments - net     100,000 
    Change in money pool receivable - net   (7,401)   13,915 
    Proceeds from sale of assets     2,616 
    Payment to storm reserve escrow account   (578)   (30,000)
    Net cash flow provided by (used in) investing activities   (77,357)   16,619 
             
    FINANCING ACTIVITIES        
    Proceeds from the issuance of long-term debt   29,533   
    Retirement of long-term debt   (30,000)   (100,000)
    Change in credit borrowings - net   50,000   
    Dividends paid:        
      Common stock   (10,600)   (6,400)
      Preferred stock   (1,414)   (1,414)
    Net cash flow provided by (used in) financing activities   37,519    (107,814)
             
    Net decrease in cash and cash equivalents   (27,466)   (26,259)
             
    Cash and cash equivalents at beginning of period   40,582    73,417 
             
    Cash and cash equivalents at end of period   $13,116    $47,158 
             
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
    Cash paid during the period for:        
      Interest - net of amount capitalized   $21,120    $21,050 
      Income taxes   $4,209    $7,160 
             
             
    See Notes to Financial Statements.        

    101

    ENTERGY MISSISSIPPI, INC.
    BALANCE SHEETS
    ASSETS
    June 30, 2008 and December 31, 2007
    (Unaudited)
     
      2008   2007
      (In Thousands)
             
    CURRENT ASSETS        
    Cash and cash equivalents:        
      Cash   $1,010    $117 
      Temporary cash investments - at cost,        
       which approximates market   12,106    40,465 
         Total cash and cash equivalents   13,116    40,582 
    Accounts receivable:        
      Customer   71,092    62,052 
      Allowance for doubtful accounts   (763)   (615)
      Associated companies   55,301    23,534 
      Other   7,410    8,234 
      Accrued unbilled revenues   45,349    33,535 
         Total accounts receivable   178,389    126,740 
    Deferred fuel costs   44,994   
    Accumulated deferred income taxes     7,686 
    Fuel inventory - at average cost   9,549    10,366 
    Materials and supplies - at average cost   30,067    30,167 
    Gas hedge contracts   44,760   
    Prepayments and other   10,868    13,701 
    TOTAL   331,743    229,242 
             
    OTHER PROPERTY AND INVESTMENTS         
    Investment in affiliates - at equity   5,531    5,531 
    Non-utility property - at cost (less accumulated depreciation)   5,071    5,140 
    Storm reserve escrow account   31,326    30,748 
    Note receivable - Entergy New Orleans   7,610    7,610 
    TOTAL   49,538    49,029 
             
    UTILITY PLANT        
    Electric   2,886,354    2,829,065 
    Property under capital lease   8,470    9,116 
    Construction work in progress   76,697    72,753 
    TOTAL UTILITY PLANT   2,971,521    2,910,934 
    Less - accumulated depreciation and amortization   1,028,160    995,902 
    UTILITY PLANT - NET   1,943,361    1,915,032 
             
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
      SFAS 109 regulatory asset - net   38,330    29,868 
      Other regulatory assets   128,872    141,717 
    Other   22,459    21,381 
    TOTAL   189,661    192,966 
              
    TOTAL ASSETS   $2,514,303    $2,386,269 
             
    See Notes to Financial Statements.        

    102

    ENTERGY MISSISSIPPI, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
    June 30, 2008 and December 31, 2007
    (Unaudited)
     
      2008   2007
      (In Thousands)
     
    CURRENT LIABILITIES        
    Notes payable   $50,000    $- 
    Accounts payable:        
      Associated companies   45,443    46,424 
      Other   115,540    36,104 
    Customer deposits   56,603    55,719 
    Taxes accrued   31,360    36,038 
    Accumulated deferred income taxes   5,846   
    Interest accrued   16,220    15,194 
    Deferred fuel costs     76,582 
    System agreement cost equalization   17,511   
    Other   4,656    8,905 
    TOTAL   343,179    274,966 
              
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued   525,786    535,469 
    Accumulated deferred investment tax credits   9,177    9,748 
    Obligations under capital lease   7,122    7,806 
    Other regulatory liabilities   69,793   
    Asset retirement cost liabilities   4,646    4,505 
    Accumulated provisions   42,944    50,264 
    Pension and other postretirement liabilities   54,050    56,946 
    Long-term debt   695,298    695,266 
    Other   41,457    44,243 
    TOTAL   1,450,273    1,404,247 
             
    Commitments and Contingencies        
             
    SHAREHOLDERS' EQUITY        
    Preferred stock without sinking fund   50,381    50,381 
    Common stock, no par value, authorized 15,000,000         
     shares; issued and outstanding 8,666,357 shares in 2008 and 2007   199,326    199,326 
    Capital stock expense and other   (690)   (690)
    Retained earnings   471,834    458,039 
    TOTAL   720,851    707,056 
             
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $2,514,303    $2,386,269 
             
    See Notes to Financial Statements.        

    103

    ENTERGY MISSISSIPPI, INC.
    SELECTED OPERATING RESULTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
     
                     
        Three Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $ 116   $ 113   $ 3   
      Commercial   108   105    
      Industrial   44   48   (4)   (8)
      Governmental   10   10    
         Total retail   278   276    
      Sales for resale                
        Associated companies   36   36    
        Non-associated companies   9   9    
      Other   29   25     16 
         Total   $ 352   $ 346   $ 6   
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   1,157   1,141   16   
      Commercial   1,162   1,144   18   
      Industrial   621   695   (74)   (11)
      Governmental   101   101    
         Total retail   3,041   3,081   (40)   (1)
      Sales for resale                
        Associated companies   217   303   (86)   (28)
        Non-associated companies   113   119   (6)   (5)
         Total   3,371   3,503   (132)   (4)
                     
                     
        Six Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $ 227   $ 214   $ 13   
      Commercial   207   195   12   
      Industrial   86   89   (3)   (3)
      Governmental   20   19    
         Total retail   540   517   23   
      Sales for resale                
        Associated companies   56   52    
        Non-associated companies   15   15    
      Other   36   32     13 
         Total   $ 647   $ 616   31   
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   2,446   2,393   53   
      Commercial   2,259   2,213   46   
      Industrial   1,243   1,348   (105)   (8)
      Governmental   196   195    
         Total retail   6,144   6,149   (5)  
      Sales for resale                
        Associated companies   398   449   (51)   (11)
        Non-associated companies   149   203   (54)   (27)
         Total   6,691   6,801   (110)   (2)
                     
                     
                     

    104

     

    ENTERGY NEW ORLEANS, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Hurricane Katrina

    See the Form 10-K for a discussion of the effects of Hurricane Katrina, which in August 2005 caused catastrophic damage to Entergy New Orleans' service territory, including the effect of extensive flooding that resulted from levee breaks in and around the New Orleans area, and Entergy's initiatives to recover storm restoration and business continuity costs.

    Bankruptcy Proceedings

    See the Form 10-K for a discussion of the significant terms in Entergy New Orleans' plan of reorganization that became effective in May 2007.

    Insurance Claim

    In April 2008, Entergy received from its primary insurer $53.6 million of additional insurance proceeds on its Hurricane Katrina claim, and almost all of the April 2008 proceeds were allocated to Entergy New Orleans.

    Entergy has settled its lawsuit against one of its excess insurers on the Hurricane Katrina claim, and in July 2008 received $71.5 million in proceeds on the claim. The July 2008 proceeds were allocated as follows: $2.0 million to Entergy Arkansas, $3.7 million to Entergy Gulf States Louisiana, $12.4 million to Entergy Louisiana, $1.8 million to Entergy Mississippi, and $48.4 million to Entergy New Orleans, with the remainder allocated in smaller amounts to other Entergy subsidiaries.

    Results of Operations

    Net Income

    Second Quarter 2008 Compared to Second Quarter 2007

    Net income remained relatively unchanged, decreasing $0.4 million.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net income increased $4.4 million primarily due to higher net revenue partially offset by higher other operation and maintenance expenses and lower other income.

    Net Revenue

    Second Quarter 2008 Compared to Second Quarter 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges. Following is an analysis of the changes in net revenue comparing the second quarter 2008 to the second quarter 2007.

    105

       

    Amount

       

    (In Millions)

         

    2007 net revenue

     

    $62.1 

    Volume/weather

     

    7.7 

    Price applied to unbilled electric sales

     

    (3.6)

    Other

     

    0.4 

    2008 net revenue

    $66.6 

    The volume/weather variance is due to an increase in electricity usage, including the effect of more favorable weather in 2008 compared to the same period in 2007. Billed retail electricity usage increased a total of 119 GWh, an increase of 12%.

    The price applied to unbilled electric sales variance is primarily due to the fuel cost component of the price applied to unbilled sales included in the unbilled revenue calculation. See Note 1 to the financial statements in the Form 10-K for further discussion of the accounting for unbilled revenues.

    Gross operating revenues and fuel and purchased power expenses

    Gross operating revenues increased primarily due to:

  • an increase of $42.1 million in gross wholesale revenue due to increased sales to affiliated customers;
  • an increase of $11.7 million in fuel cost recovery revenues due to higher fuel rates and increased usage; and
  • an increase of $7.7 million related to volume/weather, as discussed above.
  • Fuel and purchased power increased primarily due to an increase in the average market price of natural gas and an increase in demand.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses, and 3) other regulatory charges. Following is an analysis of the changes in net revenue comparing the six months ended June 30, 2008 to the six months ended June 30, 2007.

       

    Amount

       

    (In Millions)

         

    2007 net revenue

     

    $112.1 

    Volume/weather

     

    11.2 

    Net gas revenue

     

    4.6 

    Other

     

    1.1 

    2008 net revenue

    $129.0 

    The volume/weather variance is due to an increase in electricity usage, including the effect of more favorable weather in 2008 compared to the same period in 2007. Billed retail electricity usage increased a total of 211 GWh, an increase of 11%.

    The net gas revenue variance is primarily due to an increase in base rates and increased usage. Refer to Note 2 to the financial statements in the Form 10-K for a discussion of the base rate increase.

    106

     

    Gross operating revenues and fuel and purchased power expenses

    Gross operating revenues increased primarily due to:

  • an increase of $45.0 million in gross wholesale revenue due to increased sales to affiliated customers and an increase in the average price of energy available for resale sales;
  • an increase of $19.8 million in fuel cost recovery revenues due to higher fuel rates and increased usage; and
  • the volume/weather variance of $11.2 million as discussed above.
  • Fuel and purchased power increased primarily due to increases in the average market prices of natural gas and purchased power in addition to an increase in demand.

    Other Income Statement Variances

    Second Quarter 2008 Compared to Second Quarter 2007

    Other operation and maintenance expenses increased primarily due to:

  • a net reorganization credit in 2007 of $3.2 million related to the Entergy New Orleans bankruptcy; and
  • an increase of $0.8 million in distribution spending primarily due to increased labor costs and vegetation maintenance expense.
  • Other income decreased primarily due to a reduction in the allowance for equity funds used during construction related to a decrease in storm-related construction and lower carrying costs related to the Hurricane Katrina storm costs regulatory asset.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Other operation and maintenance expenses increased primarily due to:

  • an increase of $1.8 million due to the accrual of an Energy Efficiency Fund in the first quarter 2008;
  • an increase of $1.6 million in fossil expenses primarily due to higher costs for plant maintenance outages as a result of differing outage schedules for 2008 compared to 2007;
  • an increase of $1.2 million in distribution spending due to increased labor costs and vegetation maintenance expense; and
  • an increase of $0.9 million in transmission spending primarily due to higher transmission equalization expenses.
  • Other income decreased primarily due to a reduction in the allowance for equity funds used during construction related to a decrease in storm-related construction and a reduction in the carrying costs related to the Hurricane Katrina storm costs regulatory asset.

    Income Taxes

    The effective income tax rate was 35.1% for the second quarter 2008 and 41.4% for the six months ended June 30, 2008. The effective tax rate for the second quarter 2008 was reduced by a $1.1 million adjustment to income tax expense that related to expense for the first quarter 2008. The effective income tax rate for the six months ended June 30, 2008 was higher than the federal statutory rate of 35% primarily due to state income taxes and book and tax differences related to utility plant items.

    The effective income tax rate was 42.0% for the second quarter 2007 and 40.3% for the six months ended June 30, 2007. The effective income tax rate for the second quarter 2007 was higher than the federal statutory rate of 35% primarily due to state income taxes and book and tax differences related to utility plant items. The effective income tax rate for the six months ended June 30, 2007 was higher than the federal statutory rate of 35%

    107

     

    primarily due to state income taxes and book and tax differences related to utility plant items, partially offset by the amortization of deferred income taxes and book and tax differences related to the allowance for equity funds used during construction.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the six months ended June 30, 2008 and 2007 were as follows:

     

     

    2008

     

    2007

     

     

    (In Thousands)

     

     

     

     

     

    Cash and cash equivalents at beginning of period

     

    $92,010 

     

    $17,093 

     

     

     

     

     

    Cash flow provided by (used in):

     

     

     

     

     

    Operating activities

     

    42,262 

     

    131,477 

     

    Investing activities

     

    (80,221)

     

    30,804 

     

    Financing activities

     

    (482)

     

    (53,345)

    Net increase (decrease) in cash and cash equivalents

     

    (38,441)

     

    108,936 

     

     

     

     

     

    Cash and cash equivalents at end of period

     

    $53,569 

     

    $126,029 

    Operating Activities

    Net cash provided by operating activities decreased $89.2 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 primarily due to the receipt of CDBG funds of $176.8 million in 2007 and the timing of collections of receivables from customers, partially offset by the timing of payments to vendors and an increase of $28.5 million in pension contributions.

    Investing Activities

    Investing activities used $80.2 million of cash for the six months ended June 30, 2008 compared to providing $30.8 million of cash for the six months ended June 30, 2007 primarily due to money pool activity, additional work performed on the gas distribution rebuild project, and proceeds of $10 million received in 2007 related to the sale in the first quarter 2007 of a power plant that had been out of service since 1984. Increases in Entergy New Orleans' receivable from the money pool are a use of cash flow, and Entergy New Orleans' receivable from the money pool increased by $77.1 million for the six months ended June 30, 2008. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' need for external short-term borrowings.

    Financing Activities

    Net cash used in financing activities decreased $52.9 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 primarily due to a repayment of Entergy New Orleans' borrowings under the debtor in possession credit facility in 2007.

    Capital Structure

    Entergy New Orleans' capitalization is shown in the following table. The increase in the net debt to net capital ratio is primarily due to the decrease in cash and cash equivalents as a result of an increase in Entergy New Orleans' money pool receivable.

    108

     

     

     

    June 30,
    2008

     

    December 31,
    2007

     

     

     

     

     

    Net debt to net capital

     

    53.6%

     

    51.8%

    Effect of subtracting cash from debt

    4.8%

    8.8%

    Debt to capital

     

    58.4%

     

    60.6%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable and long-term debt, including the currently maturing portion. Capital consists of debt and shareholders' equity. Net capital consists of capital less cash and cash equivalents. Entergy New Orleans uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy New Orleans' financial condition.

    Uses and Sources of Capital

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of Entergy New Orleans' uses and sources of capital. The following are updates to the Form 10-K.

    Entergy New Orleans' receivables from or (payables to) the money pool were as follows:

    June 30,
    2008

     

    December 31,
    2007

     

    June 30,
    2007

     

    December 31,
    2006

    (In Thousands)

     

     

     

     

     

     

     

    $124,796

     

    $47,705

     

    $-

     

    ($37,166)

    See Note 4 to the financial statements in the Form 10-K for a description of the money pool. As discussed in the Form 10-K, in May 2007, Entergy New Orleans issued notes in satisfaction of its affiliate prepetition accounts payable, including its indebtedness to the Entergy System money pool.

    On August 1, 2008, Entergy New Orleans paid, at maturity, its $30 million of 3.875% Series first mortgage bonds.

    Significant Factors and Known Trends

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of state and local rate regulation, federal regulation, the Energy Policy Act of 2005, and environmental risks. The following are updates to the Form 10-K.

    State and Local Rate Regulation

    Retail Rates

    In January 2008, Entergy New Orleans voluntarily implemented a 6.15% base rate credit (the recovery credit) for electric customers, which Entergy New Orleans estimates will return approximately $10.6 million to electric customers in 2008. Entergy New Orleans was able to implement this credit because during 2007 the recovery of New Orleans after Hurricane Katrina was occurring faster than expected in 2006 projections. In addition, Entergy New Orleans committed to set aside $2.5 million for an energy efficiency program focused on community education and outreach and weatherization of homes.

    On July 31, 2008, Entergy New Orleans filed an electric and gas base rate case with the City Council. The filing requests an 11.75% return on common equity. The filing calls for a $23.0 million decrease in electric base rates, which includes keeping the recovery credit in effect, as well as

     

    109

     

    realigning approximately $12.3 million of capacity costs from recovery through the fuel adjustment clause to electric base rates. The filing also calls for a $9.1 million increase in gas base rates to fund on-going operations. This request is unrelated to the on-going rebuild of Entergy New Orleans' natural gas system. The procedural schedule calls for a hearing on the filing to commence on January 5, 2009, with certification of the evidentiary record by a hearing officer on or before February 28, 2009.

    Fuel Adjustment Clause Litigation

    See the Form 10-K for a discussion of the complaint filed in April 1999 by a group of ratepayers against Entergy New Orleans, Entergy Corporation, Entergy Services, and Entergy Power in state court in Orleans Parish purportedly on behalf of all Entergy New Orleans ratepayers and a corresponding complaint filed with the City Council. In February 2004, the City Council approved a resolution that resulted in a refund to customers of $11.3 million, including interest, during the months of June through September 2004. In May 2005 the Civil District Court for the Parish of Orleans affirmed the City Council resolution, finding no support for the plaintiffs' claim that the refund amount should be higher. In June 2005, the plaintiffs appealed the Civil District Court decision to the Louisiana Fourth Circuit Court of Appeal. On February 25, 2008, the Fourth Circuit Court of Appeal issued a decision affirming in part, and reversing in part, the Civil District Court's decision.  Although the Fourth Circuit Court of Appeal did not reverse any of the substantive findings and conclusions of the City Council or the Civil District Court, the Fourth Circuit found that the amount of the refund was arbitrary and capricious and increased the amount of the refund to $34.3 million.  Entergy New Orleans believes that the increase in the refund ordered by the Fourth Circuit is not justified. Entergy New Orleans, the City Council, and the plaintiffs requested rehearing, and in April 2008, the Fourth Circuit granted the plaintiffs' request for rehearing. In addition to changing the basis for the court's decision in the manner requested by the plaintiffs, the court also granted the plaintiffs' request that it provide for interest on the refund amount. The court denied the motions for rehearing filed by the City Council and Entergy New Orleans. In May 2008, Entergy New Orleans and the City Council filed with the Louisiana Supreme Court applications for a writ of certiorari seeking, among other things, reversal of the Fourth Circuit decision.

    Federal Regulation

    See "System Agreement Proceedings" and "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for updates to the discussion in the Form 10-K.

    Critical Accounting Estimates

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in Entergy New Orleans' accounting for unbilled revenue and qualified pension and other postretirement benefits.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

    110

     

    ENTERGY NEW ORLEANS, INC.
    INCOME STATEMENTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
                     
      Three Months Ended   Six Months Ended
        2008   2007   2008   2007
        (In Thousands)   (In Thousands)
                     
    OPERATING REVENUES                
    Electric   $194,567    $137,668    $334,795    $259,287 
    Natural gas   32,941    25,820    84,067    72,843 
    TOTAL   227,508    163,488    418,862    332,130 
                     
    OPERATING EXPENSES                
    Operation and Maintenance:                
      Fuel, fuel-related expenses, and                
       gas purchased for resale   101,058    54,162    180,957    131,593 
      Purchased power   58,795    46,196    106,806    86,355 
      Other operation and maintenance   27,413    22,247    52,233    46,795 
    Taxes other than income taxes   10,099    9,028    20,233    18,802 
    Depreciation and amortization   8,209    7,987    16,303    16,110 
    Other regulatory charges - net   1,029    1,032    2,059    2,065 
    TOTAL   206,603    140,652    378,591    301,720 
                     
    OPERATING INCOME   20,905    22,836    40,271    30,410 
                     
    OTHER INCOME                
    Allowance for equity funds used during construction   57    268    135    1,459 
    Interest and dividend income   2,492    3,292    4,846    6,025 
    Miscellaneous - net   (255)   (188)   (1,016)   (367)
    TOTAL   2,294    3,372    3,965    7,117 
                     
    INTEREST AND OTHER CHARGES          
    Interest on long-term debt   3,239    3,245    6,480    6,490 
    Other interest - net   2,076    2,426    4,408    6,735 
    Allowance for borrowed funds used during construction   (37)   (199)   (87)   (1,097)
    TOTAL   5,278    5,472    10,801    12,128 
                     
    INCOME BEFORE INCOME TAXES   17,921    20,736    33,435    25,399 
                      
    Income taxes   6,290    8,718    13,857    10,231 
                     
    NET INCOME   11,631    12,018    19,578    15,168 
                     
    Preferred dividend requirements and other   241    241    482    482 
                     
    EARNINGS APPLICABLE TO                
    COMMON STOCK   $11,390    $11,777    $19,096    $14,686 
                     
    See Notes to Financial Statements.                
                     

     

    111

     

     

     

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    112

     

     

    ENTERGY NEW ORLEANS, INC.
    STATEMENTS OF CASH FLOWS
    For the Six Months Ended June 30, 2008 and 2007
    (Unaudited)
         
        2008   2007
        (In Thousands)
    OPERATING ACTIVITIES        
    Net income   $19,578    $15,168 
    Adjustments to reconcile net income to net cash flow provided by operating activities:        
      Other regulatory charges - net   2,059    2,065 
      Depreciation and amortization   16,303    16,110 
      Deferred income taxes, investment tax credits, and non-current taxes accrued   16,878    4,240 
      Changes in working capital:        
        Receivables   (17,115)   5,310 
        Fuel inventory   1,206    856 
        Accounts payable   18,311    (27,401)
        Taxes accrued   (2,285)   3,856 
        Interest accrued   (334)   (13,205)
        Deferred fuel costs   (16,153)   (9,864)
        Other working capital accounts   (6,929)   (7,017)
      Provision for estimated losses and reserves   3,330    2,455 
      Changes in other regulatory assets   11,516    179,753 
      Other   (4,103)   (40,849)
    Net cash flow provided by operating activities   42,262    131,477 
             
    INVESTING ACTIVITIES        
    Construction expenditures   (50,770)   (34,837)
    Allowance for equity funds used during construction   135    1,459 
    Insurance proceeds   50,953    55,406 
    Proceeds from the sale of assets     10,046 
    Change in money pool receivable - net   (77,092)  
    Change in other investments - net   (3,447)   (1,270)
    Net cash flow provided by (used in) investing activities   (80,221)   30,804 
             
    FINANCING ACTIVITIES        
    Repayment of DIP credit facility     (51,934)
    Dividends paid:        
      Preferred stock   (482)   (1,411)
    Net cash flow used in financing activities   (482)   (53,345)
             
    Net increase (decrease) in cash and cash equivalents   (38,441)   108,936 
             
    Cash and cash equivalents at beginning of period   92,010    17,093 
             
    Cash and cash equivalents at end of period   $53,569    $126,029 
             
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
    Cash paid during the period for:        
      Interest - net of amount capitalized   $10,848    $10,684 
      Income taxes   $1,270    $92 
             
    See Notes to Financial Statements.        

    113

    ENTERGY NEW ORLEANS, INC.
    BALANCE SHEETS
    ASSETS
    June 30, 2008 and December 31, 2007
    (Unaudited)
     
             
      2008   2007
      (In Thousands)
             
    CURRENT ASSETS        
    Cash and cash equivalents        
      Cash   $370    $119 
      Temporary cash investments - at cost        
       which approximates market   53,199    91,891 
         Total cash and cash equivalents   53,569    92,010 
    Accounts receivable:        
      Customer   56,623    45,478 
      Allowance for doubtful accounts   (718)   (4,639)
      Associated companies   139,649    58,952 
      Other   2,623    9,928 
      Accrued unbilled revenues   30,591    24,842 
         Total accounts receivable   228,768    134,561 
    Deferred fuel costs   33,434    17,281 
    Fuel inventory - at average cost   3,294    4,500 
    Materials and supplies - at average cost   9,710    9,007 
    Prepayments and other   9,177    2,539 
    TOTAL   337,952    259,898 
             
    OTHER PROPERTY AND INVESTMENTS        
    Investment in affiliates - at equity   3,259    3,259 
    Non-utility property at cost (less accumulated depreciation)   1,016    1,016 
    Other property and investments   8,719    5,272 
    TOTAL   12,994    9,547 
             
    UTILITY PLANT        
    Electric   758,453    745,426 
    Natural gas   194,746    201,870 
    Construction work in progress   7,804    14,144 
    TOTAL UTILITY PLANT   961,003    961,440 
    Less - accumulated depreciation and amortization   514,633    507,537 
    UTILITY PLANT - NET   446,370    453,903 
             
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:        
      Other regulatory assets   144,546    143,726 
    Long term receivables   -    126 
    Other   9,087    8,995 
    TOTAL   153,633    152,847 
             
    TOTAL ASSETS   $950,949    $876,195 
             
    See Notes to Financial Statements.        

    114

    ENTERGY NEW ORLEANS, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDERS' EQUITY
    June 30, 2008 and December 31, 2007
    (Unaudited)
     
             
      2008   2007
      (In Thousands)
     
    CURRENT LIABILITIES        
    Currently maturing long-term debt   $30,000    $30,000 
    Accounts payable:        
      Associated companies   25,561    27,138 
      Other   43,254    23,366 
    Customer deposits   18,767    17,803 
    Taxes accrued   2,696    4,981 
    Accumulated deferred income taxes   9,301    1,754 
    Interest accrued   4,883    5,217 
    Other   9,392    9,944 
    TOTAL CURRENT LIABILITIES   143,854    120,203 
             
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued   122,332    114,729 
    Accumulated deferred investment tax credits   2,637    2,809 
    SFAS 109 regulatory liability - net   73,500    73,613 
    Other regulatory liabilities   9,856    9,522 
    Retirement cost liability   2,867    2,772 
    Accumulated provisions   17,659    14,329 
    Pension and other postretirement liabilities   11,886    15,484 
    Long-term debt   273,379    273,912 
    Gas system rebuild insurance proceeds   61,697    36,958 
    Other   14,962    14,640 
    TOTAL NON-CURRENT LIABILITIES   590,775    558,768 
             
             
    Commitments and Contingencies        
             
    SHAREHOLDERS' EQUITY        
    Preferred stock without sinking fund   19,780    19,780 
    Common stock, $4 par value, authorized 10,000,000        
      shares; issued and outstanding 8,435,900 shares in 2008        
      and 2007   33,744    33,744 
    Paid-in capital   36,294    36,294 
    Retained earnings   126,502    107,406 
    TOTAL   216,320    197,224 
             
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $950,949    $876,195 
             
    See Notes to Financial Statements.        

    115

    ENTERGY NEW ORLEANS, INC.
    SELECTED OPERATING RESULTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
     
                     
        Three Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $38   $30   $8    27 
      Commercial   47   43    
      Industrial   12   11    
      Governmental   19   17     12 
         Total retail   116   101   15    15 
      Sales for resale                
        Associated companies   67   26   41    158 
        Non-associated companies   2   -    
      Other   10   11   (1)   (9)
         Total   $195   $138   $57    41 
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   322   257   65    25 
      Commercial   452   419   33   
      Industrial   139   134    
      Governmental   192   176   16   
         Total retail   1,105   986   119    12 
      Sales for resale                
        Associated companies   478   225   253    112 
        Non-associated companies   7   4     75 
         Total   1,590   1,215   375     31 
                     
                     
        Six Months Ended    Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $71   $55   $16    29 
      Commercial   87   81    
      Industrial   22   21    
      Governmental   35   32    
         Total retail   215   189   26    14 
      Sales for resale                
        Associated companies   103   59   44    75 
        Non-associated companies   2   -    
      Other   15   11     36 
         Total   $335   $259   $76    29 
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   628   491   137    28 
      Commercial   860   815   45   
      Industrial   270   271   (1)  
      Governmental   370   340   30   
         Total retail   2,128   1,917   211    11 
      Sales for resale                
        Associated companies   804   575   229    40 
        Non-associated companies   10   6     67 
         Total   2,942   2,498   444    18 
                     
                     
                     

    116

    ENTERGY TEXAS, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Jurisdictional Separation of Entergy Gulf States, Inc. into Entergy Gulf States Louisiana and Entergy Texas

    See the Entergy Texas Form 10 for a discussion of the jurisdictional separation of Entergy Gulf States, Inc. into two vertically integrated utility companies, one operating under the sole retail jurisdiction of the PUCT, Entergy Texas, and the other operating under the sole retail jurisdiction of the LPSC, Entergy Gulf States Louisiana.

    Because the jurisdictional separation was a transaction involving entities under common control, Entergy Texas recognized the assets and liabilities allocated to it at their carrying amounts in the accounts of Entergy Gulf States, Inc. at the time of the jurisdictional separation. Entergy Texas' financial statements contained herein report results of operations for 2007 as though the jurisdictional separation had occurred at the beginning of 2007.

    Results of Operations

    Net Income

    Second Quarter 2008 Compared to Second Quarter 2007

    Net income increased by $21.6 million primarily due to higher net revenue and a lower effective income tax rate.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net income increased by $32.7 million primarily due to higher net revenue and a lower effective income tax rate.

    Net Revenue

    Second Quarter 2008 Compared to Second Quarter 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing the second quarter of 2008 to the second quarter of 2007.

     

     

    Amount

     

     

    (In Millions)

     

     

     

    2007 net revenue

     

    $90.6 

    Volume/weather

     

    11.0 

    Securitization transition charge

     

    4.7 

    Other

     

    14.1 

    2008 net revenue

     

    $120.4 

    The volume/weather variance is primarily due to increased electricity usage, including electricity sales during the unbilled sales period and more favorable weather compared to the same period in 2007. Billed retail electricity usage increased a total of 284 GWh in all sectors. See Note 1 to the financial statements in the Entergy Texas Form 10 for a discussion of the accounting for unbilled revenues.

    117

     

    The securitization transition charge variance is primarily due to the issuance of securitization bonds. In June 2007, Entergy Gulf States Reconstruction Funding I, LLC (EGSRF I), a company wholly-owned and consolidated by Entergy Texas, issued securitization bonds and with the proceeds purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. See Note 5 to the financial statements in the Entergy Texas Form 10 for additional information regarding the securitization bonds.

    The Other variance is primarily caused by various operational effects of the jurisdictional separation on revenues and fuel and purchased power expenses.

    Gross operating revenues, fuel and purchased power expenses, and other regulatory charges

    Gross operating revenues increased $114.4 million primarily due to:

  • an increase of $47.6 million in affiliated wholesale revenue primarily due to increases in the cost of energy;

  • an increase of $44.2 million in fuel cost recovery revenues due to higher fuel rates;

  • an increase of $11 million related to volume/weather as discussed above; and

  • an increase of $9.2 million in transition charge amounts collected from customers to service the securitization bonds. See Note 5 to the financial statements in the Entergy Texas Form 10 for additional information regarding the securitization bonds.

  • Fuel and purchased power expenses increased primarily due to an increase in gas generation and power purchases as a result of the purchased power agreements between Entergy Gulf States Louisiana and Entergy Texas and an increase in the average market prices of natural gas and purchased power, substantially offset by a decrease in deferred fuel expense as the result of decreased recovery from customers of fuel costs.

    Other regulatory charges increased primarily due to the recovery of $4.4 million of bond expenses related to the securitization bonds. The recovery became effective July 2007. See Note 5 to the financial statements in the Entergy Texas Form 10 for additional information regarding the securitization bonds.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Net revenue consists of operating revenues net of: 1) fuel, fuel-related expenses, and gas purchased for resale, 2) purchased power expenses and 3) other regulatory charges. Following is an analysis of the change in net revenue comparing the six months ended June 30, 2008 to the six months ended June 30, 2007.

     

     

    Amount

     

     

    (In Millions)

     

     

     

    2007 net revenue

     

    $166.2 

    Fuel recovery

     

    12.9 

    Volume/weather

     

    12.2 

    Securitization transition charge

     

    9.6 

    Other

     

    17.0 

    2008 net revenue

     

    $217.9 

    The fuel recovery variance is primarily due to a reserve for potential rate refunds made in the first quarter 2007 as a result of a PUCT ruling related to the application of past PUCT rulings addressing transition to competition in Texas.

    The volume/weather variance is primarily due to increased electricity usage which increased a total of 452 GWh in all sectors. See Note 1 to the financial statements in the Entergy Texas Form 10 for a discussion of the accounting for unbilled revenues.

    118

    The securitization transition charge variance is primarily due to the issuance of securitization bonds. In June 2007, EGSRF I, a company wholly-owned and consolidated by Entergy Texas, issued securitization bonds and with the proceeds purchased from Entergy Texas the transition property, which is the right to recover from customers through a transition charge amounts sufficient to service the securitization bonds. See Note 5 to the financial statements in the Entergy Texas Form 10 for additional information regarding the securitization bonds.

    The Other variance is primarily caused by various operational effects of the jurisdictional separation on revenues and fuel and purchased power expenses.

    Gross operating revenues, fuel and purchased power expenses, and other regulatory charges

    Gross operating revenues increased $92.1 million primarily due to the following reasons:

  • an increase of $68 million in affiliated wholesale revenue primarily due to increases in the cost of energy;
  • an increase of $17.9 million in transition charge amounts collected from customers to service the securitization bonds. See Note 5 to the financial statements in the Entergy Texas Form 10 for additional information regarding the securitization bonds;
  • an increase of $12.2 million related to volume/weather as discussed above; and
  • implementation of an interim surcharge to collect $10.3 million in under-recovered incremental purchased capacity costs incurred through July 2007. The surcharge was collected over a two-month period beginning February 2008. The incremental capacity recovery rider and PUCT approval is discussed in Note 2 to the financial statements in the Entergy Texas Form 10.
  • The increase was partially offset by a decrease of $19.3 million in fuel cost recovery revenues primarily due to interim fuel refunds to customers for fuel cost recovery over-collections through November 2007. The refund was distributed over a two-month period beginning February 2008. The interim refund and the PUCT approval is discussed in Note 2 to the financial statements in the Entergy Texas Form 10.

    Fuel and purchased power expenses increased primarily due to an increase in gas generation and power purchases as a result of the purchased power agreements between Entergy Gulf States Louisiana and Entergy Texas and an increase in the average market prices of natural gas and purchased power, substantially offset by a decrease in deferred fuel expense as the result of decreased recovery from customers of fuel costs.

    Other regulatory charges increased primarily due to the recovery of $8.3 million of bond expenses related to the securitization bonds. The recovery became effective July 2007. See Note 5 to the financial statements in the Entergy Texas Form 10 for additional information regarding the securitization bonds.

    Other Income Statement Variances

    Second Quarter 2008 Compared to Second Quarter 2007

    The other income variance includes an increase in taxes collected on advances for transmission projects, substantially offset by the absence of carrying charges on storm restoration costs that were approved by the PUCT in the first quarter 2007. In June 2007, EGSRF I issued securitization bonds and the carrying charges ended. The PUCT approval of carrying charges, the securitization filing and the approval for the recovery of reconstruction costs are discussed in Note 2 to the financial statements in the Entergy Texas Form 10.

    Six Months Ended June 30, 2008 Compared to Six Months Ended June 30, 2007

    Other operation and maintenance expenses decreased primarily due to a decrease of $2.9 million in customer service support costs, including a decrease in customer write-offs and a decrease of $2.2 million in transmission spending due to lower transmission equalization expenses. The decrease was partially offset by an increase of $1.3 million in payroll-related costs.

    119

    Other income decreased primarily due to the absence of carrying charges on storm restoration costs that were approved by the PUCT in the first quarter 2007. In June 2007, EGSRF I issued securitization bonds and the carrying charges ended. The PUCT approval of carrying charges, the securitization filing and the approval for the recovery of reconstruction costs are discussed in Note 2 to the financial statements in the Entergy Texas Form 10. The decrease was partially offset by an increase in taxes collected on advances for transmission projects.

    Interest and other charges increased primarily due to the increase in long-term debt outstanding as a result of the issuance of securitization bonds during the second quarter 2007, substantially offset by interest recorded in the first quarter 2007 on advances from independent power producers per a FERC order. See Note 5 to the financial statements in the Entergy Texas Form 10 for additional information regarding the securitization bonds.

    Income Taxes

    The effective income tax rate was 37.5% for the second quarter 2008 and 37.3% for the six months ended June 30, 2008. The differences in the effective income tax rate for the second quarter 2008 and for the six months ended June 30, 2008 versus the federal statutory rate of 35% were primarily due to state income taxes, partially offset by an adjustment of the federal income tax reserve for prior tax years.

    Income tax expense for the second quarter 2007 was primarily due to state income taxes and adjustments related to FIN 48. Income tax expense for the six months ended June 30, 2007 was primarily due to state income taxes and adjustments related to FIN 48, partially offset by the amortization of investment tax credits.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the six months ended June 30, 2008 and 2007 were as follows:

     

     

    2008

     

    2007

     

     

    (In Thousands)

     

     

     

     

     

    Cash and cash equivalents at beginning of period

     

    $297,082 

     

    $77,115 

     

     

     

     

     

    Cash flow provided by (used in):

     

     

     

     

     

    Operating activities

     

    (13,513)

     

    212,227 

     

    Investing activities

     

    60,412 

     

    (266,854)

     

    Financing activities

     

    (321,232)

     

    302,304 

    Net increase (decrease) in cash and cash equivalents

     

    (274,333)

     

    247,677 

     

     

     

     

     

    Cash and cash equivalents at end of period

     

    $22,749 

     

    $324,792 

    Operating Activities

    Operating activities used cash of $13.5 million for the six months ended June 30, 2008 compared to providing cash of $212.2 million for the six months ended June 30, 2007 primarily due to decreased recovery of deferred fuel costs, substantially offset by the timing of payments to vendors and the collection of receivables from customers. The decreased fuel recovery was primarily caused by the $71 million fuel cost over-recovery refund that is discussed in Note 2 to the financial statements, in addition to the over-recovery of fuel costs for the six months ended June 30, 2007 compared to under-recovering for the six months ended June 30, 2008. Fuel prices have been increasing, and due to the time lag before the fuel recovery rate increases in response, Entergy Texas has under-recovered fuel costs thus far in 2008.

    120

     

    Investing Activities

    Investing activities provided cash of $60.4 million for the six months ended June 30, 2008 compared to using cash of $266.9 million for the six months ended June 30, 2007 primarily due to money pool activity. Decreases in Entergy Texas' receivable from the money pool are a source of cash flow, and Entergy Texas' receivable from the money pool decreased by $104.3 million for the six months ended June 30, 2008 compared to increasing by $203.2 million for the six months ended June 30, 2007. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' need for external short-term borrowings.

    Financing Activities

    Financing activities used cash of $321.2 million for the six months ended June 30, 2008 compared to providing cash of $302.3 million for the six months ended June 30, 2007 primarily due to the issuance of $329.5 million of securitization bonds in June 2007, the retirement of $159.2 million of long-term debt in June 2008, and $150 million of capital returned to Entergy Corporation in February 2008. After the effects of Hurricane Katrina and Hurricane Rita, Entergy Corporation made a $300 million capital contribution to Entergy Gulf States, Inc. in 2005, which was part of Entergy's financing plan that provided liquidity and capital resources to Entergy and its subsidiaries while storm restoration cost recovery was pursued. See Note 5 in the Entergy Texas Form 10 for additional information regarding the securitization bonds.

    Capital Structure

    Entergy Texas' capitalization is balanced between equity and debt, as shown in the following table.

     

    June 30,
    2008

     

    December 31,
    2007

     

     

     

     

     

    Net debt to net capital

     

    58.5%

     

    52.6%

    Effect of subtracting cash from debt

     

    0.5%

     

    5.9%

    Debt to capital

     

    59.0%

     

    58.5%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable and long-term debt, including the currently maturing portion and also including the debt assumption liability. Capital consists of debt and shareholder's equity. Net capital consists of capital less cash and cash equivalents. Entergy Texas uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating Entergy Texas' financial condition.

    On June 2, 2008, under the terms of the debt assumption agreement between Entergy Texas and Entergy Gulf States Louisiana that is discussed in Note 5 to the financial statements in the Entergy Texas Form 10, Entergy Texas paid at maturity $148.8 million of Entergy Gulf States Louisiana first mortgage bonds, which results in a corresponding decrease in Entergy Texas' debt assumption liability.

    Uses and Sources of Capital

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Entergy Texas Form 10 for a discussion of Entergy Texas' uses and sources of capital. Following are updates to the information provided in the Entergy Texas Form 10.

    121

     

    Entergy Texas' receivables from the money pool were as follows:

    June 30,
    2008

     

    December 31,
    2007

     

    June 30,
    2007

     

    December 31,
    2006

    (In Thousands)

     

     

     

     

     

     

     

    $49,920

     

    $154,176

     

    300,458

     

    $97,277

    See Note 4 to the financial statements in the Entergy Texas Form 10 for a description of the money pool.

    As discussed in the Entergy Texas Form 10, Entergy Texas has a credit facility in the amount of $100 million that will expire in August 2012. The facility became available to Entergy Texas on May 30, 2008, after the fulfillment of certain closing conditions, and no borrowings were outstanding under the facility as of June 30, 2008.

    Significant Factors and Known Trends

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Entergy Texas Form 10 for a discussion of transition to retail competition in Texas; state and local rate regulation; federal regulation; the Energy Policy Act of 2005; industrial and commercial customers; market and credit risk sensitive instruments; and environmental risks. Following are updates to the information disclosed in the Entergy Texas Form 10.

    State and Local Rate Regulation

    Filings with the PUCT

    Entergy Texas made a rate filing in September 2007 with the PUCT requesting an annual rate increase totaling $107.5 million, including a base rate increase of $64.3 million and riders totaling $43.2 million. The base rate increase includes a $12.2 million annual increase for the storm damage reserve. Entergy Texas requested an 11% return on common equity. In December 2007 the PUCT issued an order setting September 26, 2008 as the effective date for the rate change from the rate filing. In May 2008, Entergy Texas and certain parties in the rate case filed a non-unanimous settlement that provides for a $42.5 million base rate increase beginning in October 2008 and an additional $17 million base rate increase beginning in October 2009. The non-unanimous settlement also provides that $25 million of System Agreement rough production cost equalization payments will offset the effect on customers of the rate increase. The non-unanimous settlement further provides that an additional $17 million on an annual basis of System Agreement rough production cost equalization payments will be retained by Entergy Texas from January 2009 through September 2009. The non-unanimous settlement also resolves the fuel reconciliation portion of the proceeding with a $4.5 million disallowance. The PUCT staff, the Texas Industrial Energy Consumers (TIEC), and the state of Texas did not join in the settlement and filed a separate agreement among them that provides for a rate decrease, later revised to a slight increase, and a $4.7 million fuel cost disallowance. In May 2008 the ALJs issued an order stating that the proceeding will continue with Entergy Texas having the burden of proof to show that the non-unanimous settlement results in reasonable rates. The hearing on the merits of the non-unanimous settlement was held from June 23 through July 2, 2008, and post-hearing briefing by the parties is ongoing.

    In January 2008, Entergy Texas made a compliance filing with the PUCT describing how its 2007 Rough Production Cost Equalization receipts under the System Agreement were allocated between Entergy Gulf States, Inc.'s Texas and Louisiana jurisdictions. Several parties have intervened in the proceeding. A hearing was held at the end of July 2008, and a decision is pending.

    In October 2007, Entergy Texas filed a request with the PUCT to refund $45.6 million, including interest, of fuel cost recovery over-collections through September 2007. In January 2008, Entergy Texas filed with the PUCT a stipulation and settlement agreement among the parties that updated the over-collection balance through November 2007 and establishes a refund amount, including interest, of $71 million. The PUCT approved the

    122

     

    agreement in February 2008. The refund was made over a two-month period beginning February 2008, but was reduced by $10.3 million of under-recovered incremental purchased capacity costs. Amounts refunded through the interim fuel refund are subject to final reconciliation in a future fuel reconciliation proceeding.

    Federal Regulation

    See "System Agreement Proceedings" and "Independent Coordinator of Transmission" in the "Significant Factors and Known Trends" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis herein for updates to the discussion in the Entergy Texas Form 10.

    Critical Accounting Estimates

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Entergy Texas Form 10 for a discussion of the estimates and judgments necessary in Entergy Texas' accounting for the application of SFAS 71, unbilled revenue, and qualified pension and other postretirement benefits.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

    123

     

    ENTERGY TEXAS, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
     
      Three Months Ended   Six Months Ended
        2008   2007   2008   2007
        (In Thousands)   (In Thousands)
                     
    OPERATING REVENUES                
    Electric   $565,349    $450,905    $962,391    $870,293 
                     
    OPERATING EXPENSES                
    Operation and Maintenance:                
      Fuel, fuel-related expenses, and                
       gas purchased for resale   158,288    143,243    227,182    310,484 
      Purchased power   280,189    215,397    505,593    390,407 
      Other operation and maintenance   46,254    47,239    84,675    89,190 
    Decommissioning   46    42    91    84 
    Taxes other than income taxes   12,944    12,871    26,544    26,004 
    Depreciation and amortization   18,872    17,346    37,237    34,480 
    Other regulatory charges - net   6,518    1,620    11,697    3,183 
    TOTAL   523,111    437,758    893,019    853,832 
                     
    OPERATING INCOME   42,238    13,147    69,372    16,461 
                     
    OTHER INCOME                
    Allowance for equity funds used during construction   402    550    978    1,770 
    Interest and dividend income   1,346    9,983    5,553    19,789 
    Miscellaneous - net   9,276    (350)   11,086    (350)
    TOTAL   11,024    10,183    17,617    21,209 
                     
    INTEREST AND OTHER CHARGES  
    Interest on long-term debt   18,545    16,129    38,507    32,246 
    Other interest - net   698    2,426    2,575    7,114 
    Allowance for borrowed funds used during construction   (230)   (354)   (557)   (1,150)
    TOTAL   19,013    18,201    40,525    38,210 
                     
    INCOME (LOSS) BEFORE INCOME TAXES   34,249    5,129    46,464    (540)
                     
    Income taxes   12,833    5,291    17,336    3,018 
                     
    NET INCOME (LOSS)   $21,416    ($162)   $29,128    ($3,558)
                     
    See Notes to Financial Statements.                

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    ENTERGY TEXAS, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Six Months Ended June 30, 2008 and 2007
    (Unaudited)
         
        2008   2007
        (In Thousands)
             
    OPERATING ACTIVITIES        
    Net income (loss)   $29,128    ($3,558)
    Adjustments to reconcile net income to net cash flow provided by operating activities:        
      Reserve for regulatory adjustments   188    179 
      Other regulatory charges - net   11,697    3,183 
      Depreciation, amortization, and decommissioning   37,328    34,564 
      Deferred income taxes, investment tax credits, and non-current taxes accrued   (1,695)   90,342 
      Changes in working capital:        
        Receivables   (22,625)   (93,959)
        Fuel inventory   (2,385)   6,549 
        Accounts payable   168,607    4,727 
        Taxes accrued   10,907    17,669 
        Interest accrued   (5,735)   (37)
        Deferred fuel costs   (130,734)   53,650 
        Other working capital accounts   (25,115)   58,923 
      Provision for estimated losses and reserves   1,208    481 
      Changes in other regulatory assets   17,342    (30,704)
      Other   (101,629)   70,218 
    Net cash flow provided by (used in) operating activities   (13,513)   212,227 
             
    INVESTING ACTIVITIES        
    Construction expenditures   (53,993)   (69,858)
    Allowance for equity funds used during construction   978    1,770 
    Insurance proceeds     4,415 
    Change in money pool receivable - net   104,256    (203,181)
    Changes in transition charge account   9,171    - 
    Net cash flow provided by (used in) investing activities   60,412    (266,854)
             
    FINANCING ACTIVITIES        
    Proceeds from the issuance of long-term debt     322,032 
    Return of capital to parent   (150,000)  
    Retirement of long-term debt   (159,232)  
    Dividends paid:        
      Common stock   (12,000)   (19,728)
    Net cash flow provided by (used in) financing activities   (321,232)   302,304 
             
    Net increase (decrease) in cash and cash equivalents   (274,333)   247,677 
             
    Cash and cash equivalents at beginning of period   297,082    77,115 
             
    Cash and cash equivalents at end of period   $22,749    $324,792 
             
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
    Cash paid during the period for:        
      Interest - net of amount capitalized   $44,855    $37,234 
      Income taxes   $6,493    $3,239 
             
    See Notes to Financial Statements.        
             

    125

    ENTERGY TEXAS, INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    ASSETS
    June 30, 2008 and December 31, 2007
    (Unaudited)
           
      2008   2007
      (In Thousands)
           
    CURRENT ASSETS          
    Cash and cash equivalents:          
      Cash     $1,420    $10 
      Temporary cash investments - at cost,          
       which approximates market     21,329    297,072 
         Total cash and cash equivalents     22,749    297,082 
    Securitization recovery trust account     10,102    19,273 
    Accounts receivable:          
      Customer     90,000    61,108 
      Allowance for doubtful accounts     (738)   (918)
      Associated companies     285,181    377,478 
      Other     10,728    35,048 
      Accrued unbilled revenues     36,888    30,974 
         Total accounts receivable     422,059    503,690 
    Deferred fuel costs     63,464   
    Accumulated deferred income taxes     2,587    24,507 
    Fuel inventory - at average cost     58,163    55,778 
    Materials and supplies - at average cost     30,249    31,454 
    Prepayments and other     7,767    14,756 
    TOTAL     617,140    946,540 
                
    OTHER PROPERTY AND INVESTMENTS        
    Investments in affiliates at equity     876    863 
    Non-utility property - at cost (less accumulated depreciation)     1,883    2,030 
    Other     18,939    16,514 
    TOTAL     21,698    19,407 
               
    UTILITY PLANT         
    Electric     2,870,465    2,817,681 
    Construction work in progress     58,527    71,519 
    TOTAL UTILITY PLANT     2,928,992    2,889,200 
    Less - accumulated depreciation and amortization     1,064,370    1,043,183 
    UTILITY PLANT - NET     1,864,622    1,846,017 
               
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:          
      SFAS 109 regulatory asset - net     86,536    87,531 
      Other regulatory assets     628,167    645,941 
    Long-term receivables     789    1,284 
    Other     118,068    60,032 
    TOTAL     833,560    794,788 
               
    TOTAL ASSETS     $3,337,020    $3,606,752 
               
    See Notes to Financial Statements.          
     
     

    126

     

     
    ENTERGY TEXAS, INC. AND SUBSIDIARIES
    CONSOLIDATED BALANCE SHEETS
    LIABILITIES AND SHAREHOLDER'S EQUITY
    June 30, 2008 and December 31, 2007
    (Unaudited)
     
      2008   2007
      (In Thousands)
     
    CURRENT LIABILITIES        
    Currently maturing portion of debt assumption liability   $160,286   $309,123
    Accounts payable:          
      Associated companies     107,381   40,120
      Other     182,263   80,917
    Customer deposits     39,478   37,962
    Taxes accrued     26,660   15,753
    Interest accrued     22,314   28,049
    Deferred fuel costs     -   67,270
    Pension and other postretirement liabilities     1,236   1,236
    System agreement cost equalization     56,126   92,225
    Other     6,589   5,316
    TOTAL     602,333   677,971
               
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued     669,267   697,693
    Accumulated deferred investment tax credits     24,926   25,724
    Other regulatory liabilities     6,253   4,881
    Asset retirement cost liabilities     3,156   3,066
    Accumulated provisions     10,071   8,863
    Pension and other postretirement liabilities     4,638   14,418
    Long-term debt - assumption liability     769,971   769,971
    Other long-term debt     322,851   333,892
    Other     52,172   66,019
    TOTAL     1,863,305   1,924,527
               
    Commitments and Contingencies          
               
    SHAREHOLDER'S EQUITY        
    Common stock, no par value, authorized 200,000,000 shares;          
     issued and outstanding 46,525,000 shares in 2008 and 2007     49,452   49,452
    Paid-in capital     481,994   631,994
    Retained earnings     339,936   322,808
    TOTAL     871,382   1,004,254
               
    TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY     $3,337,020   $3,606,752
               
    See Notes to Financial Statements.          

    127

    ENTERGY TEXAS, INC. AND SUBSIDIAIRES
    CONSOLIDATED STATEMENTS OF RETAINED EARNINGS AND PAID-IN CAPITAL
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
                 
          Three Months Ended  
          2008   2007  
          (In Thousands)  
    RETAINED EARNINGS            
    Retained Earnings - Beginning of period     $330,520    $287,918   
                 
      Add:            
        Net Income (Loss)     21,416    (162)  
        Other additions       756   
          21,416    594   
                 
      Deduct:            
        Dividends declared on common stock     12,000    5,160   
                 
    Retained Earnings - End of period     $339,936    $283,352   
                 
    PAID-IN CAPITAL            
    Paid-in Capital - Beginning of period     $481,994    $632,222   
                 
      Deduct:            
        Return of capital to parent        
                 
    Paid-in capital - End of period     $481,994    $632,222   
                 
                 
          Six Months Ended  
          2008   2007  
          (In Thousands)  
    RETAINED EARNINGS            
    Retained Earnings - Beginning of period     $322,808    $306,266   
                 
      Add:            
        Net Income (Loss)     29,128    (3,558)  
        Other additions       372   
          29,128    (3,186)  
                 
      Deduct:            
        Dividends declared on common stock     12,000    19,728   
                 
    Retained Earnings - End of period     $339,936    $283,352   
                 
    PAID-IN CAPITAL            
    Paid-in Capital - Beginning of period     $631,994    $632,222   
                 
      Deduct:            
        Return of capital to parent     (150,000)    
                 
    Paid-in capital - End of period     $481,994    $632,222   
                 
                 
    See Notes to Financial Statements.            
                 

    128

     

    ENTERGY TEXAS, INC. AND SUBSIDIARIES
    SELECTED OPERATING RESULTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
     
                     
        Three Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $149   $125   $24    19
      Commercial   110   95   15    16
      Industrial   135   113   22    19
      Governmental   8   6     33
         Total retail   402   339   63    19
      Sales for resale                
        Associated companies   143   97   46    47
        Non-associated companies   3   1     200
      Other   17   14     21
         Total   $565   $451   $114    25
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   1,232   1,131   101    9
      Commercial   1,042   985   57    6
      Industrial   1,607   1,483   124    8
      Governmental   62   60     3
         Total retail   3,943   3,659   284    8
      Sales for resale                
        Associated companies   1,079   1,083   (4)   -
        Non-associated companies   29   13   16    123
         Total   5,051   4,755   296    6
                     
                     
        Six Months Ended   Increase/    
    Description   2008   2007   (Decrease)   %
        (Dollars In Millions)    
    Electric Operating Revenues:                
      Residential   $260   $258   $2    1
      Commercial   187   186     1
      Industrial   239   221   18    8
      Governmental   13   12     8
         Total retail   699   677   22    3
      Sales for resale                 
        Associated companies   239   172   67    39
        Non-associated companies   5   3     67
      Other   19   18     6
         Total   $962   $870   $92    11
                     
    Billed Electric Energy                
     Sales (GWh):                
      Residential   2,444   2,367   77    3
      Commercial   1,985   1,897   88    5
      Industrial   3,151   2,867   284    10
      Governmental   123   120     3
         Total retail   7,703   7,251   452    6
      Sales for resale                
        Associated companies   1,976   1,995   (19)   (1)
        Non-associated companies   51   47     9
         Total   9,730   9,293   437    5
                     
                     
                     

    129

     

    SYSTEM ENERGY RESOURCES, INC.

    MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS

    Results of Operations

    System Energy's principal asset consists of a 90% ownership and leasehold interest in Grand Gulf. The capacity and energy from its 90% interest is sold under the Unit Power Sales Agreement to its only four customers, Entergy Arkansas, Entergy Louisiana, Entergy Mississippi, and Entergy New Orleans. System Energy's operating revenues are derived from the allocation of the capacity, energy, and related costs associated with its 90% interest in Grand Gulf pursuant to the Unit Power Sales Agreement. Payments under the Unit Power Sales Agreement are System Energy's only source of operating revenues.

    Net income decreased by $4.9 million for the second quarter of 2008 compared to the second quarter of 2007 primarily due to a decrease in rate base in the second quarter of 2008 resulting in lower operating income. Lower interest income earned on money pool investments also contributed to the decrease in net income.

    Net income decreased by $10.6 million for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 primarily due to a decrease in rate base in 2008 resulting in lower operating income. Lower interest income earned on money pool investments also contributed to the decrease in net income.

    Liquidity and Capital Resources

    Cash Flow

    Cash flows for the six months ended June 30, 2008 and 2007 were as follows:

     

     

    2008

     

    2007

     

     

    (In Thousands)

     

     

     

     

     

    Cash and cash equivalents at beginning of period

     

    $105,005 

     

    $135,012 

     

     

     

     

     

    Cash flow provided by (used in):

     

     

     

     

     

    Operating activities

     

    97,865 

     

    87,053 

     

    Investing activities

     

    (84,274)

     

    (26,960)

     

    Financing activities

     

    (71,901)

     

    (74,235)

    Net decrease in cash and cash equivalents

     

    (58,310)

     

    (14,142)

     

     

     

     

     

    Cash and cash equivalents at end of period

     

    $46,695 

     

    $120,870 

    Operating Activities

    The increase of $10.8 million in net cash provided by operating activities for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 is primarily due to a decrease of $9.6 million in income tax payments.

    130

     

    Investing Activities

    The increase of $57.3 million in net cash used by investing activities for the six months ended June 30, 2008 compared to the six months ended June 30, 2007 is primarily due to money pool activity. Increases in System Energy's receivable from the money pool are a use of cash flow, and System Energy's receivable from the money pool increased by $47.9 million for the six months ended June 30, 2008 compared to decreasing by $14.8 million for the six months ended June 30, 2007. The money pool is an inter-company borrowing arrangement designed to reduce Entergy's subsidiaries' need for external short-term borrowings.

    Capital Structure

    System Energy's capitalization is balanced between equity and debt, as shown in the following table.

     

     

    June 30,
    2008

     

    December 31,
    2007

     

     

     

     

     

    Net debt to net capital

     

    47.9%

     

    47.4%

    Effect of subtracting cash from debt

     

    1.4%

     

    3.2%

    Debt to capital

     

    49.3%

     

    50.6%

    Net debt consists of debt less cash and cash equivalents. Debt consists of notes payable, capital lease obligations, and long-term debt, including the currently maturing portion. Capital consists of debt and common shareholder's equity. Net capital consists of capital less cash and cash equivalents. System Energy uses the net debt to net capital ratio in analyzing its financial condition and believes it provides useful information to its investors and creditors in evaluating System Energy's financial condition.

    Uses and Sources of Capital

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Liquidity and Capital Resources" in the Form 10-K for a discussion of System Energy's uses and sources of capital. The following is an update to the Form 10-K.

    System Energy's receivables from the money pool were as follows:

    June 30,
    2008

     

    December 31,
    2007

     

    June 30,
    2007

     

    December 31,
    2006

    (In Thousands)

     

     

     

     

     

     

     

    $101,497

     

    $53,620

     

    $50,865

     

    $88,231

    In May 2007, $22.5 million of System Energy's receivable from the money pool was replaced by a note receivable from Entergy New Orleans. See Note 4 to the financial statements in the Form 10-K for a description of the money pool.

    Significant Factors and Known Trends

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Significant Factors and Known Trends" in the Form 10-K for a discussion of the Energy Policy Act of 2005, nuclear matters, and environmental risks. The following is an update to the Form 10-K.

    System Energy Rate Proceeding

    In March 2008, the LPSC filed a complaint at the FERC under Federal Power Act section 206 against System Energy and Entergy Services. The complaint requests that the FERC set System Energy's rate of return on common equity at no more than 9.75%. The LPSC's complaint further

    131

     

    requests that System Energy base its decommissioning and depreciation expenses on a 60-year useful life for Grand Gulf as opposed to the 40-year life specified in the existing NRC operating license. The APSC, the City of New Orleans, the MPSC, and other parties have intervened in the proceeding. System Energy filed its answer to the complaint in April 2008, in which it denies the allegations of the LPSC and requests that the FERC dismiss the complaint without a hearing. On July 1, 2008, the FERC issued an order denying the relief requested by the LPSC.

    Critical Accounting Estimates

    See "MANAGEMENT'S FINANCIAL DISCUSSION AND ANALYSIS - Critical Accounting Estimates" in the Form 10-K for a discussion of the estimates and judgments necessary in System Energy's accounting for nuclear decommissioning costs and qualified pension and other postretirement benefits.

    New Accounting Pronouncements

    See "New Accounting Pronouncements" section of Entergy Corporation and Subsidiaries Management's Financial Discussion and Analysis for a discussion of new accounting pronouncements.

    132

     

    SYSTEM ENERGY RESOURCES, INC.
    INCOME STATEMENTS
    For the Three and Six Months Ended June 30, 2008 and 2007
    (Unaudited)
     
      Three Months Ended   Six Months Ended
        2008   2007   2008   2007
        (In Thousands)   (In Thousands)
                     
    OPERATING REVENUES                
    Electric   $128,366    $129,471    $242,738    $255,628 
                     
    OPERATING EXPENSES                
    Operation and Maintenance:                
      Fuel, fuel-related expenses, and                
       gas purchased for resale   12,688    10,333    23,304    18,721 
      Nuclear refueling outage expenses   4,209    3,691    8,413    8,226 
      Other operation and maintenance   32,008    28,304    56,997    52,541 
    Decommissioning   6,847    6,369    13,571    12,624 
    Taxes other than income taxes   6,101    4,594    4,029    13,005 
    Depreciation and amortization   24,522    24,026    51,077    49,988 
    Other regulatory credits - net   (2,571)   (2,650)   (4,557)   (4,610)
    TOTAL   83,804    74,667    152,834    150,495 
                     
    OPERATING INCOME   44,562    54,804    89,904    105,133 
                     
    OTHER INCOME                
    Allowance for equity funds used during construction   1,237    364    2,366    780 
    Interest and dividend income   3,665    4,770    6,212    10,585 
    Miscellaneous - net   (121)   657    (288)   578 
    TOTAL   4,781    5,791    8,290    11,943 
                     
    INTEREST AND OTHER CHARGES          
    Interest on long-term debt   11,321    11,336    23,283    23,689 
    Other interest - net   37    36    80    52 
    Allowance for borrowed funds used during construction   (415)   (120)   (793)   (255)
    TOTAL   10,943    11,252    22,570    23,486 
                     
    INCOME BEFORE INCOME TAXES   38,400    49,343    75,624    93,590 
                     
    Income taxes   16,309    22,379    31,932    39,329 
                     
    NET INCOME   $22,091    $26,964    $43,692    $54,261 
                     
    See Notes to Financial Statements.                
                     

    133

     

     

    (Page left blank intentionally)

    134

     

    SYSTEM ENERGY RESOURCES, INC.
    STATEMENTS OF CASH FLOWS
    For the Six Months Ended June 30, 2008 and 2007
    (Unaudited)
             
        2008   2007
        (In Thousands)
             
    OPERATING ACTIVITIES        
    Net income   $43,692    $54,261 
    Adjustments to reconcile net income to net cash flow provided by operating activities:        
      Other regulatory credits - net   (4,557)   (4,610)
      Depreciation, amortization, and decommissioning   64,648    62,612 
      Deferred income taxes, investment tax credits, and non-current taxes accrued   (3,659)   37,139 
      Changes in working capital:        
        Receivables   16,909    6,305 
        Accounts payable   (11,747)   (4,089)
        Taxes accrued     (43,461)
        Interest accrued   (34,959)   (33,345)
        Other working capital accounts   1,713    (21,355)
      Provision for estimated losses and reserves   (488)   (22)
      Changes in other regulatory assets   (5,679)   (1,400)
      Other   31,992    35,018 
    Net cash flow provided by operating activities   97,865    87,053 
             
    INVESTING ACTIVITIES        
    Construction expenditures   (23,966)   (29,101)
    Allowance for equity funds used during construction   2,366    780 
    Nuclear fuel purchases     (56,155)
    Proceeds from the sale/leaseback of nuclear fuel     56,475 
    Proceeds from nuclear decommissioning trust fund sales   176,470    41,964 
    Investment in nuclear decommissioning trust funds   (191,266)   (55,761)
    Changes in money pool receivable - net   (47,878)   14,838 
    Net cash flow used in investing activities   (84,274)   (26,960)
             
    FINANCING ACTIVITIES        
    Retirement of long-term debt   (26,701)   (23,335)
    Dividends paid:        
      Common stock   (45,200)   (50,900)
    Net cash flow used in financing activities   (71,901)   (74,235)
             
    Net decrease in cash and cash equivalents   (58,310)   (14,142)
             
    Cash and cash equivalents at beginning of period   105,005    135,012 
             
    Cash and cash equivalents at end of period   $46,695    $120,870 
             
    SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:        
    Cash paid during the period for:        
      Interest - net of amount capitalized   $55,753    $54,241 
      Income taxes   $16,072    $25,667 
             
    See Notes to Financial Statements.        
             

    135

    SYSTEM ENERGY RESOURCES, INC.
    BALANCE SHEETS
    ASSETS
    June 30, 2008 and December 31, 2007
    (Unaudited)
                 
        2008   2007
      (In Thousands)
                 
    CURRENT ASSETS            
    Cash and cash equivalents:            
      Cash       $872   $406
      Temporary cash investments - at cost,            
       which approximates market       45,823   104,599
         Total cash and cash equivalents       46,695   105,005
    Accounts receivable:            
      Associated companies       144,490   112,598
      Other       2,998   3,921
         Total accounts receivable       147,488   116,519
    Materials and supplies - at average cost       74,250   68,613
    Deferred nuclear refueling outage costs       5,687   13,640
    Prepayments and other       9,828   9,225
    TOTAL       283,948   313,002
                 
    OTHER PROPERTY AND INVESTMENTS        
    Decommissioning trust funds       304,672   315,654
    Note receivable - Entergy New Orleans       25,560   25,560
    TOTAL       330,232   341,214
                 
    UTILITY PLANT        
    Electric       3,285,637   3,273,390
    Property under capital lease       475,157   475,157
    Construction work in progress       99,110   88,296
    Nuclear fuel under capital lease       64,385   81,616
    Nuclear fuel       5,913   7,656
    TOTAL UTILITY PLANT       3,930,202   3,926,115
    Less - accumulated depreciation and amortization       2,156,637   2,101,484
    UTILITY PLANT - NET       1,773,565   1,824,631
                 
    DEFERRED DEBITS AND OTHER ASSETS        
    Regulatory assets:            
      SFAS 109 regulatory asset - net       90,014   93,083
      Other regulatory assets       281,394   274,202
    Other       11,905   12,628
    TOTAL       383,313   379,913
                 
    TOTAL ASSETS       $2,771,058   $2,858,760
                 
    See Notes to Financial Statements.            

    136

    SYSTEM ENERGY RESOURCES, INC.
    BALANCE SHEETS
    LIABILITIES AND SHAREHOLDER'S EQUITY
    June 30, 2008 and December 31, 2007
    (Unaudited)
                 
        2008   2007
      (In Thousands)
     
    CURRENT LIABILITIES        
    Currently maturing long-term debt       $28,440   $26,701
    Accounts payable:            
      Associated companies       3,989   8,902
      Other       22,348   29,182
    Accumulated deferred income taxes       1,388   4,494
    Interest accrued       12,444   47,403
    Obligations under capital leases       30,058   30,058
    TOTAL       98,667   146,740
                 
    NON-CURRENT LIABILITIES        
    Accumulated deferred income taxes and taxes accrued       308,020   314,991
    Accumulated deferred investment tax credits       63,446   65,184
    Obligations under capital leases       34,326   51,558
    Other regulatory liabilities       245,702   243,450
    Decommissioning       382,131   368,559
    Accumulated provisions       1,981   2,469
    Pension and other postretirement liabilities       31,063   30,031
    Long-term debt       744,863   773,266
    Other       -   145
    TOTAL       1,811,532   1,849,653
                 
    Commitments and Contingencies            
                 
    SHAREHOLDER'S EQUITY        
    Common stock, no par value, authorized 1,000,000 shares;            
      issued and outstanding 789,350 shares in 2008 and 2007       789,350   789,350
    Retained earnings       71,509   73,017
    TOTAL       860,859   862,367
                 
    TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY       $2,771,058   $2,858,760
                 
    See Notes to Financial Statements.            

    137

    ENTERGY CORPORATION AND SUBSIDIARIES

    PART II. OTHER INFORMATION

    Item 1. Legal Proceedings

    See "PART I, Item 1, Litigation" in the Form 10-K for a discussion of legal, administrative, and other regulatory proceedings affecting Entergy.

    Item 1A. Risk Factors

    There have been no material changes to the risk factors discussed in "PART I, Item 1A, Risk Factors" in the Form 10-K.

    Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

    Issuer Purchases of Equity Securities (1)

    Period

     

    Total Number of
    Shares Purchased

     

    Average Price Paid
    per Share

     

    Total Number of
    Shares Purchased
    as Part of a
    Publicly
    Announced Plan

     

    Maximum $
    Amount
    of Shares that May
    Yet be Purchased
    Under a Plan (2)

     

     

     

     

     

     

     

     

     

    4/01/2008-4/30/2008

     

    484,586

     

    $111.29

     

    484,586

     

    $823,171,647

    5/01/2008-5/31/2008

     

    543,970

     

    $119.55

     

    543,970

     

    $787,829,847

    6/01/2008-6/30/2008

     

    770,543

     

    $120.01

     

    770,543

     

    $707,627,695

    Total

     

    1,799,099

     

    $117.52

     

    1,799,099

     

     

    (1)

    In accordance with Entergy's stock-based compensation plans, Entergy periodically grants stock options to key employees that may be exercised to obtain shares of Entergy's common stock. According to the plans, these shares can be newly issued shares, treasury stock, or shares purchased on the open market. Entergy's management has been authorized by the Board to repurchase on the open market shares up to an amount sufficient to fund the exercise of grants under the plans. In addition to this authority, in January 2007 the Board approved a repurchase program under which Entergy is authorized to repurchase up to $1.5 billion of its common stock. The program does not have an expiration date, but Entergy expects to complete it in 2008. In January 2008, the Board authorized an incremental $500 million share repurchase program to enable Entergy to consider opportunistic purchases in response to equity market conditions. See Note 12 to the financial statements in the Form 10-K for additional discussion of the stock-based compensation plans.

    (2)

    Maximum amount of shares that may yet be repurchased relates only to the $1.5 billion and $500 million plans and does not include an estimate of the amount of shares that may be purchased to fund the exercise of grants under the stock-based compensation plans.

    The amount of share repurchases may vary as a result of material changes in business results or capital spending or new investment opportunities.

    138

     

    Item 4. Submission of Matters to a Vote of Security Holders

    Election of Board of Directors

    Entergy Corporation

    The annual meeting of stockholders of Entergy Corporation was held on May 2, 2008. The following matters were voted on and received the specified number of votes for, abstentions, votes withheld (against), and broker non-votes:

    1. Election of Directors:

    Name of Nominee

     

    Votes For

     

    Votes Against

     

    Abstentions

                 

    Maureen S. Bateman

     

    162,483,179

     

    1,379,978

     

    1,847,924

    W. Frank Blount

     

    159,924,086

     

    3,980,608

     

    1,806,387

    Simon D. deBree

     

    162,305,111

     

    1,588,237

     

    1,817,733

    Gary W. Edwards

     

    162,621,250

     

    1,266,209

     

    1,823,622

    Alexis M. Herman

     

    160,259,935

     

    3,642,024

     

    1,809,122

    Donald C. Hintz

     

    162,643,443

     

    1,303,103

     

    1,764,535

    J. Wayne Leonard

     

    162,777,353

     

    1,146,413

     

    1,787,315

    Stuart L. Levenick

     

    162,622,546

     

    1,309,222

     

    1,779,313

    James R. Nichols

     

    162,461,831

     

    1,452,170

     

    1,797,080

    William A. Percy, II

     

    162,366,184

     

    1,550,470

     

    1,794,427

    W. J. "Billy" Tauzin

     

    162,160,349

     

    1,761,156

     

    1,789,576

    Steven V. Wilkinson

     

    162,467,535

     

    1,474,131

     

    1,769,415

    1. Ratify the appointment of independent public accountants, Deloitte & Touche LLP for the year 2008: 163,354,763 votes for; 849,674 votes against; and 1,506,644 abstentions.
       

    2. Shareholder proposal relating to advisory vote on executive compensation: 57,885,138 votes for; 81,014,139 votes against; 13,435,872 abstentions; and 13,375,932 broker non-votes.
       

    3. Shareholder proposal relating to limitations on management compensation: 8,781,863 votes for; 141,336,617 votes against; 2,201,540 abstentions; and 13,391,061 broker non-votes.
       

    4. Shareholder proposal relating to corporate political contribution: 34,163,658 votes for; 86,778,857 votes against; 31,369,607 abstentions; and 13,398,959 broker non-votes.
       

    5. Shareholder proposal relating to special shareholder meetings: 83,618,800 votes for; 66,298,271 votes against; 2,395,188 abstentions; and 13,398,822 broker non-votes.

    Entergy Arkansas

    A consent in lieu of a meeting of common stockholders was executed on June 9, 2008. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Arkansas: Hugh T. McDonald, Chairman, Leo P. Denault, Mark T. Savoff, and Gary J. Taylor.

    Entergy Gulf States Louisiana

    A consent in lieu of a meeting of common stockholders was executed on June 27, 2008. The consent was signed on behalf of EGS Holdings, Inc., the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Gulf States Louisiana: E. Renae Conley, Chair, Leo P. Denault, Mark T. Savoff, and Gary J. Taylor.

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    Entergy Louisiana

    A consent in lieu of a meeting of members was executed on June 27, 2008. The consent was signed on behalf of Entergy Louisiana Holdings, Inc., the holder of all issued and outstanding common membership interests. The holder of the common membership interests, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Louisiana: E. Renae Conley, Chair, Leo P. Denault, Mark T. Savoff, and Gary J. Taylor.

    Entergy Mississippi

    A consent in lieu of a meeting of common stockholders was executed on June 9, 2008. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Mississippi: Carolyn C. Shanks, Chair, Leo P. Denault, Mark T. Savoff, Gary J. Taylor, and Haley R. Fisackerly. Effective July 13, 2008, Carolyn C. Shanks resigned as a director, chair of the board, and chief executive officer of Entergy Mississippi.

    A consent in lieu of a meeting of common stockholders was executed on July 14, 2008. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Mississippi: Haley R. Fisackerly, Chairman, Leo P. Denault, Mark T. Savoff, and Gary J. Taylor.

    Entergy New Orleans

    A consent in lieu of a meeting of common stockholders was executed on June 9, 2008. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy New Orleans: Roderick K. West, Chairman, Gary J. Taylor, Tracie L. Boutte, and William J. Burroughs.

    Entergy Texas

    A consent in lieu of a meeting of common stockholders was executed on June 9, 2008. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of Entergy Texas: Joseph F. Domino, Chairman, Leo P. Denault, Mark T. Savoff, and Gary J. Taylor.

    System Energy

    A consent in lieu of a meeting of common stockholders was executed on June 27, 2008. The consent was signed on behalf of Entergy Corporation, the holder of all issued and outstanding shares of common stock. The common stockholder, by such consent, elected the following individuals to serve as directors constituting the Board of Directors of System Energy: Michael R. Kansler, Chairman, Steven C. McNeal, and Leo P. Denault.

    Item 5. Other Information

    Affiliate Purchased Power Agreements

    See Part I, Item 1 of the Form 10-K for a discussion of the FERC proceeding involving the purchased power agreements entered by Entergy Louisiana and Entergy New Orleans to procure electric power from affiliates, the FERC's decision in the proceeding, and the LPSC's appeal of that decision. On April 10, 2008, the LPSC filed its initial brief with the D.C. Circuit. In its initial brief, the LPSC argues the FERC erred: (1) in concluding that Entergy Arkansas' short term sale of capacity and energy to third parties did not trigger the obligation to offer a right of first refusal

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    with respect to this capacity to the other Utility operating companies pursuant to the provisions of the System Agreement; and (2) by approving an allocation of baseload generating resources that unduly preferred Entergy New Orleans and unduly discriminated against Entergy Gulf States Louisiana. The FERC's brief and the joint brief of the Utility operating companies, the APSC, the MPSC, and the City Council were filed in June 2008, and the LPSC filed its reply brief in July 2008.

    Franchises and Certificates

    As discussed in the Entergy Texas Form 10, on December 28, 2007, the Texas Industrial Energy Consumers (TIEC) filed a petition asking the PUCT to declare that Entergy Gulf States, Inc. was required to obtain prior PUCT approval in connection with Entergy Texas' acquisition of its certificate of convenience and necessity as part of the jurisdictional separation of Entergy Gulf States, Inc. into Entergy Texas and Entergy Gulf States Louisiana.  The TIEC further requested that the PUCT declare Entergy Texas' acquisition of the certificate of convenience and necessity null and void if it occurred without prior PUCT approval.

    To resolve expeditiously any outstanding related issues, on March 31, 2008, Entergy Texas filed a request with the PUCT for approval of the allocation to Entergy Texas of the certificate of convenience and necessity to the extent the PUCT finds such an approval is necessary. On May 8, 2008, the ALJ issued an order consolidating the TIEC proceeding discussed above with this proceeding because the filings share threshold issues. On May 16, 2008, the ALJ certified two issues for the PUCT to consider that relate to whether Entergy Gulf States, Inc. needed to obtain PUCT approval with regard to allocating its certificate of convenience and necessity to Entergy Texas. In June 2008 the PUCT determined that the legislation authorizing the completion of the jurisdictional separation of Entergy Gulf States, Inc. into two separate companies contemplated Entergy Texas' succession to Entergy Gulf States, Inc.'s rights under the certificate of convenience and necessity without further regulatory approval. The PUCT, however, has not issued a final order in this proceeding.

    Environmental Regulation

    Ozone Non-attainment

    Entergy Texas and Entergy Gulf States Louisiana each operate fossil-fueled generating units in geographic areas that are not in attainment of the currently-enforced national ambient air quality standards for ozone. Texas non-attainment areas that affect Entergy are the Houston-Galveston and the Beaumont-Port Arthur areas. In Louisiana, Entergy is affected by the non-attainment status of the Baton Rouge area. Areas in non-attainment are classified as "marginal", "moderate," "serious," or "severe." When an area fails to meet the ambient air standard, the EPA requires state regulatory authorities to prepare state implementation plans meant to cause progress toward bringing the area into attainment with applicable standards.

    In April 2004, the EPA issued a final rule, effective June 2005, revoking the 1-hour ozone standard, including designations and classifications. In a separate action over the same period, the EPA enacted 8-hour ozone non-attainment classifications and stated that areas designated as non-attainment under a new 8-hour ozone standard shall have one year to adjust to the new requirements with submittal of a new attainment plan. For Louisiana, the Baton Rouge area is currently classified as a ''marginal" (rather than "severe") non-attainment area under the new standard with an attainment date of June 15, 2007. On March 21, 2008 the EPA published a notice that the Baton Rouge area had failed to meet the standard by the attainment date and was proceeding with a "bump-up" of the area to the next higher non-attainment level. The Baton Rouge area is now classified as "moderate" non-attainment under the new standard with an attainment date of June 15, 2010.

    For Texas, the Beaumont-Port Arthur area is currently classified as a "marginal" (rather than "serious") non-attainment area under the new standard with an attainment date of June 15, 2007. On March 18, 2008 the EPA published a notice that the Beaumont-Port Arthur area had failed to meet the standard by the attainment date based on the area's 2004-2006 monitoring data and was proceeding with a "bump-up" of the area to the next higher non-attainment level. The 2005-2007 monitoring data showed the area to be in attainment, however, and the TCEQ is considering a draft request to EPA for redesignation of the area from non-attainment to attainment under the 8-hour ozone standard. The Houston-Galveston area is now classified

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    as "moderate" non-attainment under the new standard with an attainment date of June 15, 2010. On June 15, 2007, the Texas governor petitioned the EPA to reclassify the Houston-Galveston area from "moderate" to "severe" with an attainment date of June 15, 2019. EPA consideration of the petition is still pending.

    In December 2006, the EPA's revocation of the 1-hour ozone standard was rejected by the courts. As a result, numerous requirements can return for areas that fail to meet 1-hour ozone levels by dates set by the law. These requirements include the potential to increase fees significantly for plants operating in these areas. In addition, it is possible that new emission controls may be required. Specific costs of compliance cannot be estimated at this time, but Entergy is monitoring development of the respective state implementation plans and will develop specific compliance strategies as the plans move through the adoption process.

    On March 12, 2008 the EPA reduced the National Ambient Air Quality Standard for ozone, which will in turn place additional counties and parishes in which Entergy operates in nonattainment status. States will develop State Implementation Plans that outline control requirements to enable these counties and parishes to reach attainment status. Entergy facilities in these areas will be subject to installation of NOx controls, but the degree of control will not be known until the State Implementation Plans are developed. Entergy will monitor and be involved in the State Implementation Plans development process in states where Entergy has facilities.

    Interstate Air Transport

    In March 2005, the EPA finalized the Clean Air Interstate Rule, which would have reduced SO2 and NOx emissions from electric generation plants in order to address transport issues and improve air quality in 29 eastern states. The Clean Air Interstate Rule was vacated by the U.S. Court of Appeals for the D.C. Circuit on July 11, 2008. The court found that the EPA failed to address basic obligations under the Clean Air Act's "good neighbor" provision regarding "upwind" states' contribution to air quality impairment in "downwind" states. Entergy is currently evaluating the impact of the D.C. Circuit's decision on both state plans to assure compliance with National Ambient Air Quality Standards and on the regional haze program, discussed below, because the regional haze program regulations rely in part on reductions expected to be gained through the Clean Air Interstate Rule program.

    Regional Haze

    In June 2005, the EPA issued final Best Available Retrofit Control Technology (BART) regulations, which could potentially result in a requirement to install SO2 pollution control technology on certain of Entergy's coal and oil generation units. The rule leaves certain BART determinations to the states. The Arkansas Department of Environmental Quality (ADEQ) has completed its State Implementation Plan for Arkansas facilities to implement its obligations under the Clean Air Visibility Rule. The ADEQ has determined that Entergy Arkansas' White Bluff power plant affects Class I Area visibility and will be subject to the EPA's presumptive BART requirements to install scrubbers and low NOx burners by 2013. Under current regulations, the scrubbers must be operational by September 2013. The project remains in the planning stages and has not been fully designed, but the latest conceptual cost estimate has gone up significantly from previous estimates due to increases in equipment, commodity, and labor costs. These estimates indicate that Entergy Arkansas' share of the project could cost approximately $630 million compared to the $375 million reported in the Form 10-K. Entergy continues to review potential environmental spending needs and financing alternatives for any such spending, and future spending estimates could change based on the results of this continuing analysis.

    316(b) Cooling Water Intake Structures

    In March 2008, the NYDEC issued a draft water quality certification and a draft discharge permit for FitzPatrick, opening a 30-day public comment period on these documents. The certification, or a waiver or exemption of the same, is required by section 401 of the federal Clean Water Act as a supporting document to the NRC's license renewal decision. The discharge permit action is not related to the license renewal decision. The NYDEC received comments on the draft documents from Entergy and from the public, and New York law requires that a hearing now be held on these public comments prior to the issuance of a final discharge permit or water quality certification. In response, the NYDEC issued a draft denial without prejudice of the certification. FitzPatrick, having filed a timely and complete application for permit renewal, has continued to operate under its

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    administratively continued discharge permit. On July 16, 2008, negotiations with the state concerning issuance of these authorizations resulted in an agreement, memorialized in a stipulation executed by the state and Entergy on July 17, 2008. The agreement includes a voluntary commitment by Entergy to install ristroph screens and an initial fish return system during the next five-year permit cycle. Additionally, Entergy has agreed to conduct further studies regarding the feasibility and effectiveness of relocating the facility's offshore intake structure and of additional fish return technologies. The permit to be issued under the agreement requires that NYDEC initiate a permit modification (triggering Entergy's right to challenge) if the state decides to require the installation and operation of additional fish return technology. The NYDEC issued the water permit as described above and issued the water quality certification. Additionally, the New York Department of State has issued the Coastal Zone Management consistency determination, also required for the NRC to complete the licensing process.

    Vermont Yankee Thermal Discharge Permit

    Opposition groups appealed a final permit issued to Vermont Yankee pursuant to the National Pollutant Discharge Elimination System in which the Vermont Agency of Natural Resources (VANR) allowed a small increase in the amount of heat the facility can discharge to the Connecticut River from June 16 to October 14 each year. The VANR permit increases operational flexibility for the required usage rate of the existing cooling towers and for the generation rate of the facility that is especially helpful in conditions of high ambient temperatures or low river flow conditions. The trial of this matter took place in the Vermont Environmental Court during the summer of 2007. On May 22, 2008, the Court ruled that Vermont Yankee may operate with the increased thermal discharge from July 8 to October 14 of each year, and may operate with the increased thermal discharge from June 16 to July 7 as long as the discharge does not raise the water temperature above 76.7 degrees Fahrenheit at a certain location downstream. Vermont Yankee and VANR are working to develop specific permit conditions that reflect the court's order. Opposition groups have announced that they will appeal the decision to the Vermont Supreme Court.

    Indian Point 2 Hazardous Waste Remediation

    As part of the effort to terminate the current Indian Point 2 mixed waste storage permit, Entergy was required to perform groundwater and soil sampling for metals, PCB's and other non-radiological contaminants on plant property, regardless of whether these contaminants stem from onsite activities or were related to the waste stored on-site pursuant to the permit. Entergy believes this permit is no longer necessary for the facility due to an exemption for mixed wastes (hazardous waste that is also radioactive) recently promulgated as part of EPA's hazardous waste regulations. This exemption allows mixed waste to be regulated through the NRC license instead of through a separate EPA or state hazardous waste permit. In February 2008, Entergy submitted its report on this sampling effort to the NYDEC. The report indicated the presence of various metals in soils at levels above the NYDEC cleanup objectives. It does not appear that these metals are connected to operation of the nuclear facility. NYDEC is now requiring that Entergy submit a plan by August 9, 2008 for a study that will identify the sources of the metals, define the vertical and lateral extent of the contamination on-site, and evaluate the potential for migration off-site. The NYDEC plans to use the results of this investigation to determine whether the permit can be terminated and the metals left in place until plant decommissioning or if further investigation or remediation is required. Entergy is unable to determine what the extent or cost of required remediation, if any, will be at this time.

    Executive Stock Ownership Guidelines

    In July 2008, the Personnel Committee of the Board adopted Stock Ownership Guidelines, including an equity retention policy, for officers of Entergy Corporation and its subsidiaries. The guidelines are intended to more closely align key executives' interests with the interests of Entergy Corporation's shareholders. To comply with these guidelines, officers must satisfy one of the two following conditions:

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  • Stock Ownership Guidelines. The officer must achieve and maintain targeted ownership levels of Entergy Corporation common stock. The market value of common stock held must at least meet the following multiple of the officer's base salary:

  • Officer's Management Level

     

    Multiple of Base Salary

         

    Level 1

     

    5

    Level 2

     

    4

    Level 3

     

    2.5

    Level 4

     

    1.5

    ; or

  • Equity Retention Policy. The officer must retain at least 75 percent of the after-tax net profit realized from the exercise of any stock option granted on or after January 1, 2003, in the form of Entergy common stock, until the earlier of (A) 60 months from the date on which the option is exercised or (B) the termination of the officer's full-time employment with Entergy Corporation or an affiliate.

  • Shares of Entergy Corporation common stock held by the officer directly, restricted stock and restricted stock units, and shares held by the officer in employee savings plans are counted toward satisfaction of the requirements.

    The Personnel Committee will review compliance with the policy annually.

    Earnings Ratios (Entergy Arkansas, Entergy Gulf States Louisiana, Entergy Louisiana, Entergy Mississippi, Entergy New Orleans, Entergy Texas, and System Energy)

    The Registrant Subsidiaries have calculated ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred dividends/distributions pursuant to Item 503 of Regulation S-K of the SEC as follows:

     

    Ratios of Earnings to Fixed Charges

     

    Twelve Months Ended

     

    December 31,

     

    June 30,

     

    2003

     

    2004

     

    2005

     

    2006

     

    2007

     

    2008

                           

    Entergy Arkansas

    3.17

     

    3.37

     

    3.75

     

    3.37

     

    3.19

     

    3.20

    Entergy Gulf States Louisiana

    1.51

     

    3.04

     

    3.34

     

    3.01

     

    2.84

     

    2.95

    Entergy Louisiana

    3.93

     

    3.60

     

    3.50

     

    3.23

     

    3.44

     

    3.68

    Entergy Mississippi

    3.06

     

    3.41

     

    3.16

     

    2.54

     

    3.22

     

    3.33

    Entergy New Orleans

    1.73

     

    3.60

     

    1.22

     

    1.52

     

    2.74

     

    3.35

    Entergy Texas

    1.21

     

    2.07

     

    2.06

     

    2.12

     

    2.07

     

    2.60

    System Energy

    3.66

     

    3.95

     

    3.85

     

    4.05

     

    3.95

     

    3.66

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    Ratios of Earnings to Combined Fixed Charges
    and Preferred Dividends/Distributions

     

    Twelve Months Ended

     

    December 31,

     

    June 30,

     

    2003

     

    2004

     

    2005

     

    2006

     

    2007

     

    2008

                           

    Entergy Arkansas

    2.79

     

    2.98

     

    3.34

     

    3.06

     

    2.88

     

    2.86

    Entergy Gulf States Louisiana

    1.45

     

    2.90

     

    3.18

     

    2.90

     

    2.73

     

    2.88

    Entergy Louisiana

    -

     

    -

     

    -

     

    2.90

     

    3.08

     

    3.26

    Entergy Mississippi

    2.77

     

    3.07

     

    2.83

     

    2.34

     

    2.97

     

    3.06

    Entergy New Orleans

    1.59

     

    3.31

     

    1.12

     

    1.35

     

    2.54

     

    3.07

    Item 6. Exhibits *

    4(a) -

    Seventy-sixth Supplemental Indenture, dated as of May 1, 2008, to Entergy Gulf States Louisiana's Indenture of Mortgage, dated as of September 1, 1926.

       

    4(b) -

    Sixty-seventh Supplemental Indenture, dated as of July 1, 2008, to Entergy Arkansas's Mortgage and Deed of Trust, dated as of October 1, 1944.

       

    10(a) -

    Entergy Corporation Service Recognition Program For Non-Employee Outside Directors (As Amended and Restated Effective January 1, 2009).

       

    10(b) -

    Entergy Corporation Outside Director Stock Program Established under the 2007 Equity Ownership and Long Term Cash Incentive Plan of Entergy Corporation and Subsidiaries (Amended and Restated Effective January 1, 2009).

       

    12(a) -

    Entergy Arkansas' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.

       

    12(b) -

    Entergy Gulf States Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.

       

    12(c) -

    Entergy Louisiana's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Distributions, as defined.

       

    12(d) -

    Entergy Mississippi's Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.

       

    12(e) -

    Entergy New Orleans' Computation of Ratios of Earnings to Fixed Charges and of Earnings to Combined Fixed Charges and Preferred Dividends, as defined.

       

    12(f) -

    Entergy Texas' Computation of Ratios of Earnings to Fixed Charges, as defined.

       

    12(g) -

    System Energy's Computation of Ratios of Earnings to Fixed Charges, as defined.

       

    31(a) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

       

    31(b) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Corporation.

       

    31(c) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

       

    31(d) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Arkansas.

    145

       

    31(e) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.

       

    31(f) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Gulf States Louisiana.

       

    31(g) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.

       

    31(h) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Louisiana.

       

    31(i) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.

       

    31(j) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Mississippi.

       

    31(k) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

       

    31(l) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy New Orleans.

       

    31(m) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.

       

    31(n) -

    Rule 13a-14(a)/15d-14(a) Certification for Entergy Texas.

       

    31(o) -

    Rule 13a-14(a)/15d-14(a) Certification for System Energy.

       

    31(p) -

    Rule 13a-14(a)/15d-14(a) Certification for System Energy.

       

    32(a) -

    Section 1350 Certification for Entergy Corporation.

       

    32(b) -

    Section 1350 Certification for Entergy Corporation.

       

    32(c) -

    Section 1350 Certification for Entergy Arkansas.

       

    32(d) -

    Section 1350 Certification for Entergy Arkansas.

       

    32(e) -

    Section 1350 Certification for Entergy Gulf States Louisiana.

       

    32(f) -

    Section 1350 Certification for Entergy Gulf States Louisiana.

       

    32(g) -

    Section 1350 Certification for Entergy Louisiana.

       

    32(h) -

    Section 1350 Certification for Entergy Louisiana.

       

    32(i) -

    Section 1350 Certification for Entergy Mississippi.

       

    32(j) -

    Section 1350 Certification for Entergy Mississippi.

       

    32(k) -

    Section 1350 Certification for Entergy New Orleans.

       

    32(l) -

    Section 1350 Certification for Entergy New Orleans.

       

    32(m) -

    Section 1350 Certification for Entergy Texas.

       

    32(n) -

    Section 1350 Certification for Entergy Texas.

       

    32(o) -

    Section 1350 Certification for System Energy.

       

    32(p) -

    Section 1350 Certification for System Energy.

     

    ___________________________

    146

    Pursuant to Item 601(b)(4)(iii) of Regulation S-K, Entergy Corporation agrees to furnish to the Commission upon request any instrument with respect to long-term debt that is not registered or listed herein as an Exhibit because the total amount of securities authorized under such agreement does not exceed ten percent of the total assets of Entergy Corporation and its subsidiaries on a consolidated basis.

    *

    Reference is made to a duplicate list of exhibits being filed as a part of this report on Form 10-Q for the quarter ended June 30, 2008, which list, prepared in accordance with Item 102 of Regulation S-T of the SEC, immediately precedes the exhibits being filed with this report on Form 10-Q for the quarter ended June 30, 2008.

    **

    Incorporated herein by reference as indicated.

    147

    SIGNATURE

     

    Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

    ENTERGY CORPORATION
    ENTERGY ARKANSAS, INC.
    ENTERGY GULF STATES LOUISIANA, L.L.C.
    ENTERGY LOUISIANA, LLC
    ENTERGY MISSISSIPPI, INC.
    ENTERGY NEW ORLEANS, INC.
    ENTERGY TEXAS, INC.
    SYSTEM ENERGY RESOURCES, INC.

     

                       /s/ Theodore H. Bunting, Jr.                         
    Theodore H. Bunting, Jr.
    Senior Vice President and Chief Accounting Officer
    (For each Registrant and for each as
    Principal Accounting Officer)

     

    Date: August 7, 2008

    148